DRAFT RED HERRING PROSPECTUS
Dated May 15, 2008
Please read Section 60B of the Companies Act, 1956
The Draft Red Herring Prospectus will be updated upon RoC filing
100% Book Built Issue
TRIVENI INFRASTRUCTURE DEVELOPMENT COMPANY LIMITED
Our Company was incorporated as a public limited company under the name of ‘Triveni Infrastructure Development Company Limited’ on February 3, 2006 vide its
certificate of incorporation under the provisions of the Companies Act, 1956, received from the Registrar of Companies, N.C.T. of Delhi and Haryana
Registered & Corporate Office: 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi – 110 019, Tel: +91-11-4222 9999, Fax: +91-11-4222 9900
(For details of changes in the registered office, please refer section titled “History and Certain Corporate Matters” on page [] of this Draft Red Herring Prospectus)
Company Secretary and Compliance Officer: Mr. Pradeep Kumar Sahoo; Tel:+91-11-4222 9999, Fax:+91-11-4222 9900,
E-mail: ipo@triveni.net; Website: www.triveni.net
PUBLIC ISSUE OF 8,000,000* EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE
(INCLUDING A SHARE PREMIUM OF Rs. [ ] PER EQUITY SHARE) AGGREGATING TO RS. [] MILLION (THE “ISSUE”), BY TRIVENI
INFRASTRUCTURE DEVELOPMENT COMPANY LIMITED (“OUR COMPANY” OR THE “ISSUER”). THE ISSUE WOULD CONSTITUTE 19.63% OF
THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF OUR COMPANY
*The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of
the RHP with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue
capital being offered to the public.
PRICE BAND: Rs. []/- TO Rs. []/- PER EQUITY SHARE OF FACE VALUE OF Rs.10/- EACH
THE ISSUE PRICE IS [] TIMES OF THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [] TIMES OF THE FACE VALUE AT
THE HIGHER END OF THE PRICE BAND
In case of revision in the Price Band, the Bidding/Issue Period shall be extended for three additional working days after such revision, subject to the Bidding/Issue
Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated by notification
to the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), by issuing a press release and also by indicating the change on
the website of the Book Running Lead Managers (“BRLM”) and the terminals of the Syndicate member.
In terms of Rule 19(2)(b) of the SCRR, as being an Issue for less than 25% of the Post-Issue Equity Share Capital, the Issue is being made through the 100% Book
Building Process wherein at least 60% of the Issue shall be allocated on a proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available
for allocation on a proportionate basis to the Mutual Funds only and the remainder of the QIB portion shall be available for allocation on a proportionate basis to all
QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then
the entire application money will be refunded forthwith. Further, upto 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual
Bidders and upto 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or
above the Issue Price.
IPO GRADING
This Issue has been graded by [] as [] indicating [], pursuant to the SEBI Guidelines. The rationale furnished by the grading agency for it’s grading, will be
provided to the Designated Stock Exchange and updated at the time of filing of the Red Herring Prospectus with the RoC.
RISK IN RELATION TO FIRST ISSUE
This being the first issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity
Shares is Rs.10/- each and the Issue Price of Rs. []/- per share is [] times of the face value. The Issue Price (as determined and justified by the BRLM and our
Company on basis of assessment of market demand for the Equity Shares by way of Book Building as stated in “Basis for Issue Price’”beginning on page [] should
not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or
sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take
the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment
decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not
been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red
Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page [] of this Draft Red Herring Prospectus.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard
to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct
in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other
facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect.
LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Ltd. (“BSE”) and National Stock Exchange
of India Ltd. (“NSE”). Our Company has received the in-principle approval from these Stock Exchanges for the listing of the Equity Shares pursuant to letters dated
[], 2008 and [], 2008 respectively. For the purposes of this Issue, [] shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER
REGISTRAR TO THE ISSUE
INDIA INFOLINE LIMITED
15th Floor, P J Towers,
Dalal Street, Fort, Mumbai - 400 001
SEBI Reg. No.: INM 000010940
Tel. +91 22 67491700; Fax +91 22 2272 2419
Email: triveni.ipo@indiainfoline.com
Website: www.indiainfoline.com
Contact Person: Mr. Satish Ganiga / Mr. Kartik Shah
BIGSHARE SERVICES PRIVATE LIMITED
E/2, Ansa Industrial Estate, Saki Vihar Road,
Saki Naka, Andheri (E), Mumbai – 400 072.
SEBI Reg. No.: INR000001385
Tel.: +91 22 2847 3747; Fax: +91 22 2847 5207
E-mail: triveni.ipo@bigshareonline.com
Website: www.bigshareonline.com
Contact Person: Mr. N. V. K. Mohan
BID / ISSUE PROGRAMME
BID / ISSUE OPENS ON :
[ ]
BID / ISSUE CLOSES ON :
[ ]
TABLE OF CONTENTS
SECTION I - GENERAL
Page No.
i
i
•
DEFINITIONS AND ABBREVIATIONS
•
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET
DATA
viii
•
FORWARD LOOKING STATEMENTS
ix
SECTION II – RISK FACTORS
x
SECTION III – INTRODUCTION
•
SUMMARY
1
1
•
THE ISSUE
3
•
SELECTED FINANCIAL AND OPERATING DATA OF OUR COMPANY
4
•
GENERAL INFORMATION
6
•
CAPITAL STRUCTURE
13
•
OBJECTS OF THE ISSUE
22
•
BASIS FOR ISSUE PRICE
28
•
STATEMENT OF TAX BENEFITS
30
SECTION IV – ABOUT OUR COMPANY
•
INDUSTRY OVERVIEW
37
37
•
OUR BUSINESS
48
•
KEY INDUSTRY REGULATIONS AND POLICIES
68
•
HISTORY AND CERTAIN CORPORATE MATTERS
75
•
OUR MANAGEMENT
89
•
OUR PROMOTERS AND THEIR BACKGROUND
100
•
OUR PROMOTER GROUP
101
•
OUR PROMOTER GROUP ENTITIES
102
SECTION V – FINANCIAL STATEMENTS
111
111
•
AUDITORS REPORT
•
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
144
•
FINANCIAL INDEBTEDNESS
155
SECTION VI – LEGAL AND OTHER INFORMATION
•
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
156
156
•
GOVERNMENT AND OTHER APPROVALS
171
SECTION VII – OTHER REGULATORY AND STATUTORY DISCLOSURES
177
SECTION VIII – ISSUE INFORMATION
•
TERMS OF THE ISSUE
187
187
•
ISSUE STRUCTURE
190
•
ISSUE PROCEDURE
193
SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
•
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
SECTION X – OTHER INFORMATION
222
222
•
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
236
236
•
DECLARATION
238
ANNEXURE – I: Independent Property Valuation Summary Report by Knight Frank
239
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned
therewith.
Terms
“Triveni Infrastructure
Development Company
Limited” or “Triveni” or
“TIDCO” or “our
Company” or “Issuer” or
“Issuer Company”
“we” or “us” or “our”
Triveni Firm
Associate Companies
Promoters
Subsidiaries
Promoter Group Entities
Description
refers to Triveni Infrastructure Development Company Limited., a public limited company
incorporated under the Companies Act, 1956
refers to Triveni Infrastructure Development Company Limited and where the context
requires including Triveni Firm and /or alongwith it’s subsidiaries
Triveni Infrastructure Development Company, an erstwhile Partnership Firm
1. Minu’s Collections Pvt. Ltd.
2. Triveni-Ferrous Infrastructure Pvt. Ltd.
1. Sumit Mittal
2. Madhur Mittal
1. RMS Club & Resorts Pvt. Ltd.
2. Chahat Garments Pvt. Ltd.
3. Goldmine Infrabuild Pvt. Ltd.
4. Exotica Propbuild Pvt. Ltd.
5. Saral Infrabuild Pvt. Ltd.
6. Sunrise Infrabuild Pvt. Ltd.
7. Ghaziabad Developers Pvt. Ltd.
8. Rewari Developers Pvt. Ltd.
9. FBDONE Realtors Pvt. Ltd.
10. FBDTWO Realtors Pvt. Ltd.
11. FBD. Realtors Pvt. Ltd.
12. FBDFOUR. Realtors Pvt. Ltd.
13. Triveni Infracon Pvt. Ltd.
1. M/s Triveni Motors (Partnership Firm)
2. Triveni Media Limited
3. Triveni Motors Pvt. Ltd.
4. Triveni Media Services Ltd.
5. Red Parrot Technologies Pvt Ltd.
6. Triveni Motors (JCB Dealership) Pvt. Ltd.
7. Triveni Motors (HMSI Dealership) Pvt. Ltd.
8. Rockstar Media Workx Pvt. Ltd.
9. Sadhna Media Pvt Ltd.
10. H.C. Mittal (HUF)
11. Triveni Capin Limited
12. Triveni Hotels and Resorts Pvt. Ltd.
13. Triveni Power Pvt. Ltd.
COMPANY AND ISSUE RELATED TERMS
Terms
Advisor to the Company
Allocation
Allotment/ Transfer
Allottee
Article/Articles of
Association
Auditors
Bankers to the Company
Description
Atherstone Capital Markets Limited
Allocation of Equity Shares pursuant to this Issue.
Unless the context otherwise requires, Allotment and transfer of Equity Shares pursuant to this
Issue
The successful Bidder to whom the Equity Shares are being/have been allotted
Articles of Association of our Company.
The statutory auditors of our Company, being M/s M. Mohan & Co., Chartered Accountants.
Oriental Bank of Commerce, ABN Amro Bank Ltd., Axis Bank Limited, ICICI Bank Ltd.,
HDFC Bank Limited, Punjab National Bank, State Bank of Bikaner and Jaipur, The Bank
of Rajasthan Ltd. and Yes Bank Limited.
Triveni Infrastructure Development Company Limited
Page i
Banker(s) to the Issue /
Escrow Collection Banks(s)
Bid
The banks, which are clearing members and registered with SEBI as Banker(s) to the Issue, at
which the Escrow Account will be opened and for the purpose of this Issue will be []
An indication to make an offer during the Bidding Period by a prospective investor to
subscribe to our Equity Shares at a price within the Price Band, including all revisions and
modifications thereto.
Bidder
Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and Bid-cum-Application Form
Bid Amount
The highest value of the optional Bids indicated in the Bid cum Application Form and
payable by the Bidder on submission of the Bid in the Issue.
Bid-cum-Application Form/ The form in terms of which the bidder shall make an indication to make an offer to subscribe
Bid Form
or to purchase the Equity Shares of our Company and which will be considered as the
application for allotment of the Equity Shares in terms of this Draft Red Herring Prospectus
Bid/Issue Closing Date
The date after which the Syndicate will not accept any Bids for the Issue, which shall be
notified in an English national newspaper and Hindi national newspaper.
Bid /Issue Opening Date
The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the
date notified in an English national newspaper and a Hindi national newspaper.
Bidding Period / Issue
The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date/Issue Closing
Period
Date inclusive of both days and during which prospective Bidders can submit their Bids,
including any revisions thereof
Board of Directors/Board
The board of directors of our Company or a committee constituted thereof.
Book Building
Book building route as provided under Chapter XI of the SEBI (DIP) Guidelines, in terms of
Process/Method
which this Issue is made
BRLM/ Book Running Lead Book Running Lead Managers to the Issue, in this case being India Infoline Limited having its
Manager
office at 15th Floor, PJ Tower, Dalal Street, Fort, Mumbai-400 023.
BSE
CAN/ Confirmation of
Allocation Note
Cap Price
Companies Act
Corporate Office
Cut-off Price
Depository
Depositories
Depositories Act
Designated Date
Designated Stock Exchange
Director(s)
Draft Red Herring
Prospectus/DRHP
Eligible NRI
Equity Shares
Escrow Account
Escrow Agreement
Bombay Stock Exchange Limited
The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have
been allocated equity shares after discovery of the Issue Price in accordance with the Book
Building Process
The higher end of the Price Band, above which the Issue Price will not be finalized and
above which no Bids will be accepted
The Companies Act, 1956 as amended from time to time.
The corporate office of our Company is located at 7th Floor, Eros Corporate Tower, Nehru
Place, New Delhi – 110019
Any price within the Price Band finalized by our Company, in consultation with the BRLM.
A Bid submitted at Cut-off Price by Retail Individual Bidders is a valid Bid at all price levels
within the Price Band
A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996, as amended from time to time
NSDL and CDSL
Depositories Act, 1996 as amended from time to time
The date on which the Escrow Collection Banks transfer the funds from the Escrow
Account(s) to the Public Issue account after the Prospectus is filed with the ROC, following
which the Board will allot/transfer Equity Shares to successful bidders
[●]
Director(s) of Triveni Infrastructure Development Company Limited, unless otherwise
specified.
This Draft Red Herring Prospectus dated [] issued in accordance with section 60B of the
Companies Act and SEBI Guidelines, which does not have complete particulars of the price
at which the Equity Shares are issued and the size of the Issue. It carries the same obligations
as are applicable in case of a Prospectus
NRI from such jurisdiction outside India where it is not unlawful to make an offer or
invitation under the Issue
Equity shares of our Company of Rs. 10/- each unless otherwise specified in the context
thereof.
Account opened with the Escrow Collection Bank(s) and in whose favour the Bidder will
issue cheque or draft in respect of the Bid Amount when submitting a Bid
Agreement dated [
] entered into amongst our Company, the Registrar, the Escrow
Collection Bank(s), the BRLM and the Syndicate Members for collection of the Bid
Amounts and for remitting refunds (if any) of the amounts collected, to the Bidders
Triveni Infrastructure Development Company Limited
Page ii
ESOS
ESPS
First Bidder
Floor Price
India Infoline/ IIFL
Issue/Issue Size
Issue Account
Issue Price
Margin Amount
Memorandum /
Memorandum of
Association
Mutual Funds
Mutual Fund Portion
Members of the Syndicate
Non-Institutional Bidders
Non-Institutional Portion
Non Residents
NRI / Non-Resident Indian
NSE
OCB/Overseas Corporate
Body
Pay-in-Date
Pay-in-Period
Employees Stock Option Scheme
Employees Stock Purchase Scheme
The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form
The lower end of the Price Band, Rs. [
] per Equity Share in this Issue, below which the
Issue Price will not be finalized and below which no Bids will be accepted
India Infoline Limited
Public issue of 8,000,000 equity shares of face value of Rs. 10/- each for cash at a price of
Rs. [] per equity share (including a share premium of Rs. [] per equity share)
aggregating to Rs. [] million (the “Issue”), by Triveni Infrastructure Development
Company Limited (“Our Company” or the “Issuer”).
A Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors is being
considered by the Company and will be completed prior to the filing of the RHP with the
RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be
reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 10% of
the post Issue capital being offered to the public.
Account opened with the Banker(s) to the Issue to receive monies from the Escrow Account
for the Issue on the Designated Date.
The final price at which Equity Shares will be allotted in terms of the Red Herring
Prospectus, as determined by us in consultation with the BRLM, on the Pricing Date.
The amount paid by the Bidder at the time of submission of his/her Bid, being 10% to 100%
of the Bid Amount, as applicable
The Memorandum of Association of our Company.
Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as
amended from time to time
5% of the QIB Portion or 240,000 Equity Shares shall be available for allocation for mutual
funds only, out of the QIB Portion. And the remaining QIB Portion would be available for
allocation to the QIB Bidders including Mutual Funds, subject to valid bids being received
at or above the Issue Price.
A Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors is being
considered by the Company and will be completed prior to the filing of the RHP with RoC.
If the Pre-IPO Placement is completed, the Mutual Fund Portion would be reduced
proportionately with the reduction of the remainder of the Issue.
The BRLM and the Syndicate Members
All Bidders that are neither Qualified Institutional Buyers nor Retail Individual Bidders and
who have bid for an amount of more than Rs. 100,000/The portion of the Issue being upto 800,000 Equity Shares available for allocation to NonInstitutional Bidders.
A Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors is being
considered by the Company and will be completed prior to the filing of the RHP with RoC.
If the Pre-IPO Placement is completed, the Non-Institutional Portion would be reduced
proportionately with the reduction of the remainder of the Issue.
A person resident outside India, as defined under FEMA
A non-resident is a person resident outside India, as defined under FEMA and who is a citizen
of India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Issue
of Security by a Person Resident Outside India) Regulations, 2000.
National Stock Exchange of India Limited.
A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, as amended from time to time. Pursuant to the existing regulations, OCBs
are not eligible to participate in this Issue.
Bid/Issue Closing Date or the last date specified in the CAN sent to Bidders, as applicable
With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period
commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date,
Triveni Infrastructure Development Company Limited
Page iii
Person/Persons
Pre-IPO Placement
Price Band
Pricing Date
Prospectus
Public Issue Account
Qualified Institutional
Buyers or QIBs
QIB Margin Amount
QIB Portion
Red Herring Prospectus /
RHP
Refunds through electronic
transfer of funds
Refund Account
Refund Banker
Registered Office
Registrar/Registrar to the
Issue
Retail Individual Bidders
Retail Portion
and with respect to QIBs, whose Margin Amount is less than 100% of the Bid Amount, the
period commencing on the Bid/Issue Opening Date and extending until the closure of the Payin Date, as specified in the CAN.
Any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, company, partnership, limited liability company, joint venture,
or trust or any other entity or organization validly constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with
certain investors (“Pre-IPO Placement”). The Company will complete the issuance of such
Equity Shares prior to the filing of the RHP with the RoC. If the Pre-IPO Placement is
completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to
the public.
The price band with a minimum price of Rs. [] per Equity Share (Floor Price) and the
maximum price of Rs. [] per Equity Share (Cap Price) (both inclusive), including any
revisions thereof.
The date on which our Company in consultation with the BRLM finalize the Issue Price
The Prospectus to be filed with the RoC in terms of Section 60 of the Companies Act,
containing inter alia, the Issue Price that is determined at the end of the Book Building
process, the size of the Issue and certain other information.
In accordance with Section 73 of the Companies Act, 1956, an account opened with the
Banker(s) to the Issue to receive monies from the Escrow Account for the Issue on the
Designated Date
Public financial institutions as specified in Section 4A of the Companies Act, FIIs, scheduled
commercial banks, mutual funds registered with SEBI, venture capital funds registered with
SEBI, state industrial development corporations, insurance companies registered with the
Insurance Regulatory and Development Authority, provident funds with minimum corpus of
Rs. 250 million and pension funds with minimum corpus of Rs. 250 million
An amount representing at least 10% of the Bid Amount that QIBs are required to pay at the
time of submitting their Bid.
The portion of the Issue being at least 4,800,000 Equity Shares constituting 60% of the Issue
(of which 5% of the QIB Portion or 240,000 Equity Shares shall be available to Mutual
Funds) available for allocation to QIBs.
A Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors is being
considered by the Company and will be completed prior to the filing of the RHP with RoC. If
the Pre-IPO Placement is completed, the Mutual Fund Portion would be reduced
proportionately with the reduction of the remainder of the Issue.
The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act,
which does not have complete particulars on the price at which the Equity Shares are issued
and size of the Issue. The Red Herring Prospectus would be filed with the ROC at least three
days before the opening of the Bid/ Issue and will become a Prospectus after filing with the
RoC after pricing date
Refunds through electronic transfer of funds means funds through ECS, NEFT, Direct Credit
or RTGS as applicable
Account opened with an Escrow Collection Bank(s) from which refunds if any, shall be made
In this case being []
The registered office of our Company located at 7th Floor, Eros Corporate Tower, Nehru
Place, New Delhi – 110019.
Registrar to the Issue, in this case being Bigshare Services Private Limited.
Individual Bidders (including HUFs and NRIs) who apply or bid for Equity Shares of or for a
value of not more than Rs. 1,00,000 in any of the bidding options in the Issue
The portion of the Issue being upto 2,400,000. Equity Shares available for allocation to Retail
Individual Bidder(s).
A Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors is being
considered by the Company and will be completed prior to the filing of the RHP with RoC. If
the Pre-IPO Placement is completed, the Retail Portion would be reduced proportionately with
the reduction of the remainder of the Issue.
Triveni Infrastructure Development Company Limited
Page iv
Revision Form
RoC / Registrar of
Companies
SCRA
SCRR
SEBI
SEBI Act
SEBI Guidelines
Stock Exchanges
Syndicate
Syndicate Agreement
Syndicate Members
Transaction Registration
Slip/TRS
Underwriters
Underwriting Agreement
The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any
of their Bid cum Application Forms or any previous Revision Form(s)
The Registrar of Companies, NCT of Delhi and Haryana, New Delhi, 4th Floor, IFCI Tower,
61, Nehru Place, New Delhi-110019
Securities Contracts (Regulation) Act, 1956, as amended from time to time
Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
The Securities and Exchange Board of India constituted under the SEBI Act, 1992.
Securities and Exchange Board of India Act, 1992, as amended from time to time.
SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 27,
2000, as amended, including instructions and clarifications issued by SEBI from time to time.
BSE and NSE
BRLM and the Syndicate Members
The agreement to be entered into among our Company and the members of the Syndicate, in
relation to the collection of Bids in this Issue.
Agreement dated [] between the Syndicate and our Company.
[•]
The slip or document issued by the Syndicate Members to the Bidder as proof of registration
of the Bid
The BRLM and the Syndicate Members
Agreement dated [] among the Syndicate and our Company to be entered into on or after
the Pricing Date
INDUSTRY RELATED / GENERAL TERMS AND ABBREVIATIONS
Terms
A/c
ACJM
Acre
ADA
AGM
AS
AY
BSE
CA
CAGR
CDSL
CIA
CIN
CJM
DIN
DIPP
DP
DTCP
EBITDA
ECS
EGM
EPS
FCNR Account
FAR
FDI
FII
FEMA
Description
Account
Additional Chief Judicial Magistrate
Equals 43,560 square feet
Equals 4,046.86 square meters
Agra Development Authority
Annual General Meeting
Accounting Standards issued by the Institute of Chartered Accountants of India
Assessment Year
Bombay Stock Exchange Ltd.
Chartered Accountant
Compounded Annual Growth Rate
Central Depository Services (India) Ltd.
Central Intelligence Agency
Company Identity Number
Chief Judicial Magistrate
Director Identification Number
Deparment of Industrial Policy and Promotion
A depository participant as defined under the Depositories Act, 1996
The Director, Town and Country Planning
Earnings Before Interest, Tax, Depreciation and Amortisation
Electronic Clearing Service
Extraordinary General Meeting
Earnings Per Share
Foreign Currency Non Resident Account
Floor Area Ratio
Foreign Direct Investment
Foreign Institutional Investor (as defined under the Securities and Exchange Board of India
(Foreign Institutional Investors) Regulations, 1995, registered with SEBI under applicable
laws in India
Foreign Exchange Management Act, 1999 read with rules and regulations thereunder and
amendments thereto
Triveni Infrastructure Development Company Limited
Page v
Terms
Financial YearFiscal FY
FIPB
FSI
GDP
GIR Number
GoI/Government
HNI
HUDA
HUF
IT
ITES
I.T. Act
I.T. Rules
Indian GAAP
IPO
Knight Frank
LoI
MM
Mn / mn/ Mln
MICR
MOU
N.A.
NAV
NCAER
NCRPB
NCR
NCT
NEFT
NH
NOC
NOIDA
NR
NRE Account
NRO Account
NSDL
NSE
P/E Ratio
PAN
PAT
PBDIT/ EBIDTA
PBT
PDC’s
POC
QIB
RBI
RoC
RONW
RTGS
Registration Act
Rs.
SBA
SDO
Sq. ft.
Description
Period of twelve months ended March 31 of that particular year, unless otherwise stated.
Foreign Investment Promotion Board
Floor Space Index
Gross Domestic Product
General Index Registry Number
Government of India
High Networth Individual
Haryana Urban Development Authority
Hindu Undivided Family
Information Technology
Information Technology Enabled Services
The Income Tax Act, 1961, as amended from time to time
The Income Tax Rules, 1962, as amended from time to time
Generally Accepted Accounting Principles in India
Initial Public Offering
Knight Frank India Pvt Ltd
Letter of Intent
Metropolitan Magistrate
Million
Magnetic Ink Character Recognition
Memorandum of Understanding
Not Applicable
Net Asset Value
National Council of Applied Economic Research
National Capital Region Planning Board
National Capital Region of India
National Capital Territory
National Electronic Fund Transfer
National Highway
No Objection Certificate
New Okhla Industrial Development Authority
Non-resident
Non Resident External Account
Non Resident Ordinary Account
National Securities Depository Ltd.
National Stock Exchange of India Ltd.
Price/Earnings Ratio
Permanent Account Number allotted under the Income Tax Act, 1961,
Profit after Tax
Profit before Depreciation, Amortisation ,Interest and Tax
Profit before Tax
Post Dated Cheques
Percentage of Completion
Qualified Institutional Buyer
The Reserve Bank of India
Registrar of Companies
Return on Net Worth
Real Time Gross Settlement
Registration Act, 1908
Indian Rupees
Super Built up Area
Senior Divisional Officer
Square Feet
Triveni Infrastructure Development Company Limited
Page vi
Terms
Sq. mtr.
Sec.
SEZ
SIA
SICA
Stamp Act
Urban Land Ceiling Act/
ULC
US / USA
UP
Description
Square Meters that equals 10.76 square feet
Section
Special Economic Zone
Secretariat for Industrial Assistance
Sick Industrial Companies (Special Provisions) Act,1985
The Indian Stamp Act, 1899
The Urban Land (Ceiling and Regulation) Act, 1976
United States of America
Uttar Pradesh
Notwithstanding the foregoing, in the sections titled “Main Provisions of the Articles of Association of the Company”,
“Statement of Tax Benefits”, “Financial Statements” and Disclaimer Clauses of BSE and NSE beginning on page [], [],
[] and [] respectively of this Draft Red Herring Prospectus, defined terms have the meaning given to such terms in the
Articles of Association of our Company, and otherwise in these respective sections, chapters and paragraphs.
Triveni Infrastructure Development Company Limited
Page vii
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
In this Draft Red Herring Prospectus, lands referred to as “our Lands” or “our Land Reserves” are lands the title/leasehold
rights to which is with our Company and/or subsidiaries, or lands from which our Company can derive the economic benefit
through a documented framework (such as with third party individuals or corporate entities), or where our Company has
executed joint development agreement.
In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to the
other gender.
Financial Data
Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated financial
statements as of and for the years ended on March 31, 2003, 2004, 2005, 2006 and 2007 and for the nine months ended
December 31, 2007, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with
SEBI Guidelines, as stated in the report of our Statutory Auditors, M/s. M. Mohan & Co. , Chartered Accountants, included
in this Draft Red Herring Prospectus.
Our fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the twelvemonth period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the
total and the sums of the amounts listed are due to rounding off.
Currency of Presentation
In this Draft Red Herring Prospectus, all reference to “Rs.”/ “Rupees” / “INR” are to Rupees, the official currency of the
Republic of India, “$” / “US$” / “USD” are to U. S. Dollars, the official currency of the United States of America.
All references to “million” or “Million” or “mn” refer to one million, which is equivalent to “ten lakhs” or “ten lacs”, the
word “Lakhs /Lacs/Lac” means “one hundred thousand” and “Crore” means “ten millions” and “billion/bn./Billions” means
“one hundred crores”.
Throughout this Draft Red Herring Prospectus, currency figures have been expressed in “million/mn./Millions” except
those, which have been reproduced/ extracted from sources as specified at the respective places.
Market Data
Market data used in this the Draft Red Herring Prospectus have been obtained from industry publications Industry
publications generally state that the information contained in those publications has been obtained from sources believed to
be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we
believe market data used in the Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly,
internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source.
Further the extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on
the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the real estate industry in India and methodologies and assumptions may vary widely among
different industry sources.
Triveni Infrastructure Development Company Limited
Page viii
FORWARD-LOOKING STATEMENTS
The Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements generally
can be identified by words or phrases like ‘will’, ‘aim’, ‘will likely result’, ‘believe’, ‘expect’, ‘will continue’, ‘anticipate’,
‘estimate’, ‘intend’, ‘plan’, ‘contemplate’, ‘seek to’, ‘future’, ‘objective’, ‘goal’, ‘project’, ‘should’, ‘will pursue’ and similar
expressions or variations of such expressions, that are ‘forward looking statements’. Similarly, the statements that describe
our objectives, plans or goals are also forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual
results to differ materially from our expectations include, among others:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
The performance of the real estate market and the availability of real estate financing in India;
Changes in the value of the Rupee and other currency changes;
Changes in the Indian and international interest rates;
Our ability to manage our growth effectively;
Our ability to finance our business growth and obtain financing on favourable terms;
Our ability to replenish our land reserves and identify suitable projects;
Impairment of our title to land;
Our ability to compete effectively, particularly in new markets and businesses;
Our ability to anticipate trends in and suitably expand our current business lines;
The extent to which we can develop new businesses;
The continued availability of applicable tax benefits;
Our dependence on key personnel;
Raw material costs;
Contingent liabilities, environmental problems and uninsured losses;
Government approvals;
General economic and business conditions in India;
Changes in government policies and regulatory actions that apply to or affect our business; and
Developments affecting the Indian economy and, in particular, Delhi
For further discussion of factors that could cause our actual results to differ, please refer to “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page [] and [] of this
Draft Red Herring Prospectus respectively. By their nature, certain market risk disclosures are only estimates and could be
materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ
from those that have been estimated. Neither our Company nor the BRLM, nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI
requirements, our Company and the BRLM will ensure that investors in India are informed of material developments until
such time as the grant of trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to the Issue.
Triveni Infrastructure Development Company Limited
Page ix
SECTION II - RISK FACTORS
An investment in the Equity Shares involves a degree of risk. You should carefully consider all the information in this Draft
Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity
Shares. To obtain a complete understanding of our Company, you should read this section in conjunction with the sections
entitled “Our Business” beginning on page [] of this Draft Red Herring Prospectus and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page [] of this Draft Red Herring Prospectus as
well as the other financial and statistical information contained in this Draft Red Herring Prospectus. Any of the following
risks as well as other risks and uncertainties discussed in the Draft Red Herring Prospectus could have a material adverse
impact on our business, financial condition and results of our operation and could cause the trading price of our Equity
Shares to decline which could result in the loss of all or part of your investment.
The Draft Red Herring Prospectus also contains forward looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Draft Red Herring Prospectus.
Prior to making an investment decision, prospective investors should carefully consider all of the information contained in
this Draft Red Herring Prospectus, including Financial Statements included in this Draft Red Herring Prospectus beginning
on page no. []. Unless stated otherwise, the financial data in this section is as per our financial statements prepared in
accordance with Indian GAAP.
These risks are not the only ones that we face. Our business operations could also be affected by additional factors that are
not presently known to us or that we currently consider to be immaterial to our operations. Unless otherwise mentioned in
the relevant risk factors discussed below, we are not in a position to quantify the extent of the Risks specified herein. Unless
specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication
of any risks mentioned herein.
Materiality
The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impacts in future.
Internal Risks
Risks relating to Our Business
1.
We have certain criminal cases pending against our Promoter Director.
We have three criminal cases pending against one of our Promoter Directors, Mr. Sumit Mittal, preferred by the
Plaintiff under Section 138 of the Negotiable Instruments Act. These cases are filed against him in his official capacity
as Director of our company and amounts to Rs.8.5 million. For further details of these cases please refer to section
“Outstanding Litigation and Material Developments” on page [] of this Draft Red Herring Prospectus.
2.
We are involved in certain legal and other proceedings in India and may face certain liabilities as a result.
We are involved in legal proceedings and claims in India in relation to certain matters. As on May 8, 2008, there are
pending legal cases against us pertaining to land admeasuring approximately 70.40 acres. The aggregate of the claims
against us in various legal proceedings was approximately Rs.539.04 million as on May 8, 2008. We cannot assure you
that these legal proceedings will be decided in our favour. These legal proceedings are pending at different levels of
adjudication before various courts and tribunals. Should any new developments arise, such as a change in Indian law or
rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements, which
could increase our expenses and our current liabilities. Further, we may also not be able to quantify all the claims in
which we or any of our group companies are involved. There can be no assurance that the provisions we have made for
litigation will be sufficient or that further litigation will not be brought against us in the future. Our failure to
successfully defend these or other claims could adversely affect our business, prospects, financial condition and results
of operations.
Triveni Infrastructure Development Company Limited
Page x
Cases filed against our Company, our Subsidiaries, our Promoter Directors and our Associate Companies:
Sr.
No.
1.
2.
3.
4.
Name of entity/ person
Civil Cases
Criminal
Cases
Consumer
Cases
Arbitration
Cases
28
5
3
18
18
3
13
13
-
1
-
Civil Cases
Criminal
Cases
Consumer
Cases
Arbitration
Cases
18
-
4
4
-
1
-
Our Company
Our Subsidiaries
Our Promoter Director
Our Associate Companies
Amount
claimed
(in Rupees
Million)
269.93
120.88
8.50
137.73
Cases filed by our Company and our Promoter:
Sr.
No.
Name of entity/ person
1. Our Company
2. Our Promoter Director
Amount
claimed
(in Rupees
Million)
2.20
7.00
A search and seizure was conducted by Service Tax authorities in March 2006, against which the company filed a writ
petition before Hon’ble High Court of Allahabad under Article 226 of Constitution of India, contesting the applicability
of service tax on the company and challenging the validity of search and seizure conducted by the authorities in view of
its non-applicability on the company. The quantification cannot be done as the service tax department has not come up
with any order with regard to the liability of the company.
There is a Copyright case filed against us for one of our project located at Vrindavan, Mathura, wherein the quantifiable
liability is Rs 2.00 million, which may affect our scheduled development activities and thereby affecting our financial
condition and results of operatons.
For more information regarding these legal proceedings, please refer the section titled “Outstanding Litigation and
Material Developments” on page [] of this Draft Red Herring Prospectus.
3.
Increase in prices of, shortages of, or delays or disruptions in the supply of building materials could harm our results
of operations and financial condition.
We procure building materials for our properties, such as steel, cement, flooring products, hardware, bitumen, sand and
aggregates, doors and windows, bathroom fixtures, other interior fittings, etc. from third party suppliers. The prices and
supply of such building materials depend on factors not under our control, including general economic conditions,
competition, production levels, and import duties. Our ability to develop and construct properties profitably is
dependent upon our ability to source adequate building supplies for use by our construction contractors. During periods
of shortages in building materials, especially cement and steel, we may not be able to complete properties according to
our construction schedules, at our estimated property development cost, or at all, which could harm our results of
operations and financial condition. In addition, during periods where the prices of building materials significantly
increase, we may not be able to pass these price increases on to our customers, which could reduce or eliminate the
profits we intend to attain with regard to our properties. Prices of certain building materials, such as cement and steel, in
particular are susceptible to rapid increases.
Additionally, our supply chain for these building supplies may be periodically interrupted by circumstances beyond our
control, including work stoppages and labor disputes affecting our suppliers, their distributors, or the transporters of our
supplies, including poor quality roads and other transportation related infrastructure problems, inclement weather, and
road accidents.
4.
We rely and may continue to rely on contractors and third parties in developing our current and future projects and
any underperformance on their part might result in cost overruns, construction defects and failures to meet
scheduled completion dates.
Our current projects under development require the services of contractors and third parties, including architects,
engineers, and suppliers of materials. The timing and quality of construction of the projects we develop depends on the
availability and skill of these parties, as well as contingencies affecting them. We cannot assure you that third parties or
Triveni Infrastructure Development Company Limited
Page xi
contractors will continue to be available at reasonable rates, or at all, and in the areas in which we develop and operate
our projects. As a result, we may be required to make additional investments or provide additional services to ensure the
adequate performance and delivery of contracted service and any delay in project execution could adversely affect our
profitability. Moreover, as we do not control our contractors, we face the risk that they may not perform their
obligations as agreed and within the quality stipulations we provide, and as a result we may incur additional costs or
even liabilities or claims from third parties. If our contractors or third parties do not complete our orders timely or
satisfactorily, our costs could increase and our reputation, business, results of operations, and financial condition could
be adversely affected. We also rely on manufacturers and other suppliers and do not have direct control over the quality
of the products they supply, which may adversely affect the construction quality of our developments. As we expand
geographically, we may have to use contractors with whom we are not familiar, which will increase the risk of cost
overruns, construction defects and failures to meet scheduled completion dates.
5.
We conduct due diligence exercise for acquisition of land but we may not be able to assess or identify certain risks
and liabilities attached to such acquisitions.
We constantly acquire lands for our various development activities and these may be acquired either through our
Company or entities identified by us for this purpose. We have an internal assessment process on land selection and
acquisition which includes a due diligence exercise to assess the title of the land and preparation of feasibility reports to
assess its development and marketability. Our internal assessment process is based on information that is available or
accessible to us. There can be no assurance that such information is accurate, complete or current. Any decision based
on inaccurate, incomplete or outdated information may result in risks and liabilities associated with acquiring and
owning such parcels of land, being passed on to us. For further details, please refer title “Our Business- Our Land
Bank” on page [] of this Draft Red Herring Prospectus.
6.
Title to lands and development rights over land may be subject to legal uncertainties and defects.
As the title records in India provide only for presumptive rather than guaranteed title it may be difficult to have titles
which are not subject to legal uncertainties and defects. The original title to lands may often be fragmented and the land
may have multiple owners. Some of these lands may have irregularities of title, such as non-execution or nonregistration of conveyance deeds and inadequate stamping and may be subject to encumbrances of which we may not be
aware of.
While we conduct due diligence exercise prior to acquiring land or entering into joint development agreements with
land owners and undertaking a property development, we may not be able to assess or identify all risks and liabilities
associated with the land, such as faulty or disputed title, unregistered encumbrances or adverse possession rights. As a
result, most of these lands do not have guaranteed title and title has not been independently verified. The uncertainty of
title to land makes the acquisition and development process more complicated, may impede the transfer of title, expose
us to legal disputes and adversely affect our land valuations. Legal disputes in respect of land title can take several years
and considerable expense to resolve if they become the subject of court proceedings and their outcome can be uncertain.
If we or the owners of the land, with whom we enter into development agreements are unable to resolve such disputes
with these claimants, we may lose our interest in the land. The failure to obtain good title to a particular plot of land
may materially prejudice the success of a development for which that plot is a critical part and may require us to write
off expenditures in respect of the development. In addition, lands for which we or entities which have granted us
development rights, have entered into agreements to acquire but have not yet acquired form a significant part of our
growth strategy and the failure to obtain good title to these lands could adversely impact our property valuations and
prospects.
Currently, to the best of our knowledge, none of the lands registered in our name have any irregularity in title and
except as disclosed in the “Outstanding Litigation and Material Developments”, no other lands forming part of our joint
development agreements are under litigation. However, there can be no assurance that such irregularities may not arise
in the future.
7.
We may not be able to develop all of our Land Reserves.
We have land reserves including development rights of approximately 343.64 acres, of which approximately121.61
acres represents ongoing projects which are currently under development and on which almost 50% of the requisite cost
is incurred and approximately 222.03 acres for the planned projects which are under various stages of approval for
development. Further, we have obtained additional land parcels of approximately 31.91 acres under collaboration
agreements for our forthcoming projects. In addition, we have access to further land reserves of area admeasuring
approximately 168.72 acres for our future projects. Thus, our land reserves including development rights and access to
lands aggregate to approximately 544.27 acres.
Triveni Infrastructure Development Company Limited
Page xii
For a detailed description and tabular information of our Land Reserves, see “Our Business –Land Reserves” on page
[] of this Draft Red Herring Prospectus.
Our ability to develop our Land Reserves and generate the estimated Developable Area is subject to a number of risks
and contingencies, some of which are summarized below:
• The title to the lands we own may be defective or could be challenged;
• The MoUs and agreements to purchase and/or develop land may expire, and we may not be able to renew the
agreements that have expired;
• We may not receive the lands that are supposed to be allocated to us by government authorities / relevant
courts due to any reasons; and
• We may not receive the expected benefits of the sole or joint development rights we have been granted.
Some of these risks are discussed in greater detail below. If any of these risks materialize, we may not be able to
develop our Land Reserves and generate developed area in the manner we currently contemplate, which could have a
material adverse effect on our business, results of operations and financial condition.
8.
The actual total developable area on completion of projects may change from the estimated total developable area
depending on the prevailing real estate regulations and development plans. If the actual total developable area is less
than the estimated developable area, it could affect our results of operations.
The total developable area estimated by us with respect to our projects, both proposed and under development, have
been estimated by us based on real estate regulations and current development plans. Any change in these regulations or
plans may lead to changes in the estimated developable area, including a reduction in such areas, which could adversely
affect our business and results of operations. In addition, our estimates with respect to such area data necessarily contain
assumptions that may not prove to be correct. If our estimated Developable Area proves to be greater than our actual
Developable Area, our results may fail to meet expectations and our business could suffer.
9.
We have entered into agreements with various third parties for the acquisition of land which may expire or may be
invalid which may lead to our inability to acquire these lands.
As part of our land acquisition process, we enter into purchase agreements or memorandum of understanding with third
parties prior to the transfer of interest or conveyance of title of the land. We propose to acquire approximately 168.72
acres of our Land Reserves pursuant to these agreements. For further details, see “Our Business - Our Land Reserves”
on page []. We enter into these agreements after paying certain advance payments to ensure that the sellers of the land
satisfy certain conditions within the time frames stipulated under these agreements. There can be no assurance that these
sellers will be able to satisfy their conditions within the time frames stipulated or at all. In addition, such sellers may at
any time decide not sell us the land identified.
In the event that we are not able to acquire this land, we may not be able to recover all or part of the advance monies
paid by us to these third parties, which amounts to approximately Rs.119 million as on May 8, 2008. Further, in the
event that these agreements are either invalid or have expired, we may lose the right to acquire these lands and also may
not be able to recover the advances made in relation to the land. Also, any indecisiveness on our part to perform our
obligations or any delay in performing our obligations under these agreements, may lead us to being unable to acquire
these lands as the agreements may also expire. Any failure to complete the purchases of land, renew these agreements
on terms acceptable to us or recover the advance monies from the relevant counterparties could adversely affect our
business, financial condition and results of operations.
10. Our inability to identify projects and acquire land in locations with growth potential affects our business.
Our ability to identify suitable projects is fundamental to our business and involves certain risks, including identifying
and acquiring appropriate land, appealing to the tastes and needs of our customers, understanding and responding to the
requirements of such customers and anticipating the changing trends in India. In identifying new projects, we also need
to take into account land use regulations, the willingness of landowners to sell the land to us on terms which are
favourable to us, the ability to enter into an agreement to buy land from multiple owners, the availability and cost of
financing such acquisitions, encumbrances on targeted land, government directives on land use, and obtaining permits
and approvals for land acquisition and development, the land’s location, including access and neighborhood, the land’s
proximity to resources such as water and electricity and the availability and competence of third parties such as
architects, surveyors, engineers and contractors. Any failure to identify and acquire suitable parcels of land for
development in a timely manner may reduce the number of properties that can be undertaken by us and thereby affect
our business prospects, financial condition and results of operations.
Triveni Infrastructure Development Company Limited
Page xiii
11. Our projects involve the purchase of several contiguous parcels of land and failure to purchase any strategically
located parcels may lead to failure of the entire project.
Our projects in the real estate business, in particular development of townships involve purchasing several contiguous
parcels of land from various land holders. Although we have generally not encountered difficulties in obtaining the
parcels of land that were required in undertaking a particular project in the past, no assurance can be given that we will
be able to acquire all such parcels of land, in particular those strategically located for our ongoing and future projects, at
all or on such terms which are acceptable to us. Failure to acquire such parcels may cause delay or force us to abandon
the entire project or modify the project, due to which we may suffer losses to the extent of the costs and expenditure
committed or paid in relation to such project.
12. Certain lands being developed by us are on a leasehold basis for a certain period.
We are carrying on development activities on certain lands which are being leased to us by development authority.
These lease agreements are for a period of up to ninety nine years. These lease agreements have a clause where the lease
may, but is not required to, be extended with the consent of the parties. In the event that the lessors do not wish to renew
the lease agreements, our business, financial condition and results of operations could be materially and adversely
affected.
13. As the demand for land increases, it also results in an increase in the competition for, and prices of land. Further,
changes in any of regulations applicable to our business, are likely to have an effect on the price of land.
As the demand for residential and commercial properties increases, it also results in an increase in competition to
acquire land. The unavailability or shortage of suitable land for property development also leads to an escalation in land
prices. Further, the availability of land, its use and development, is subject to regulations by various local authorities.
For example, if a specific parcel of land has been delineated as agricultural land, no commercial or residential
development is permitted without the prior approval of the local authorities. A change in status of use of land may
impact the price of that parcel of land, as well as the land surrounding it. Any escalation in the price of land could
prevent us from acquiring these parcels of land which could materially and adversely affect our business, prospects,
financial condition and results of operations. For further details, see “Regulations and Policies” on page [].
14. Our projects portfolio is relatively concentrated in and around NCR region thereby exposing us to regional risk and
dependence on the performance of, and the conditions affecting, the real estate market in NCR.
We have focused our real estate development activities in and around the cities of NCR. To date, most of our developed
properties and the majority of our properties under development are located in and around NCR. As a result, our
business, financial condition and results of operations have been and will continue to be heavily dependent on the
performance of, and prevailing conditions affecting, the real estate market in NCR region.
The real estate market in NCR region may perform differently from, and be subject to market and regulatory
developments different from, real estate markets in other parts of India. We cannot assure you that the demand for our
properties in NCR region will grow, or will not decrease, in the future. Real estate properties take a substantial amount
of time to develop and we could incur losses if we purchase land during periods when land prices are high, and we have
to sell or lease our developed properties when land prices are relatively lower. The real estate market in NCR region
may be affected by various factors beyond our control, including prevailing local economic conditions, changes in
supply and demand for properties comparable to those we develop, and changes in applicable governmental schemes.
These factors may negatively contribute to changes in real estate prices, the demand for and valuation of our current and
future properties under development, may restrict the availability of land in NCR region, and may adversely affect our
business, financial condition and results of operations. For details of our current projects, please refer to the section
titled “Our Business” on page [] of this Draft Red Herring Prospectus.
15. We may experience difficulties in expanding our business into additional geographic markets within India.
We have limited experience in conducting business outside NCR region and may not be able to leverage our experience
in NCR region to expand into other cities/towns. Factors such as competition, culture, regulatory regimes, business
practices and customs, customer tastes, behaviour and preferences in these cities/towns where we plan to expand our
operations may differ from those in NCR. Further, as we enter new markets / geographical areas, we are likely to
compete not only with national developers, but also local developers who may have an established local presence, are
familiar with local regulations, business practices and customs, have stronger relationships with local contractors,
suppliers, relevant government authorities, and may have an access to existing land reserves or are in a stronger
financial position than us, which may give them a competitive advantage. Any failure to successfully carry out our plan
Triveni Infrastructure Development Company Limited
Page xiv
to geographically diversify our business could have a material adverse effect on our revenues, earnings and financial
condition.
While expanding into various other regions, our business will be exposed to additional challenges, including seeking
governmental approvals from agencies, identifying and collaborating with local business partners, contractors and
suppliers, identifying and obtaining development rights over suitable properties, gauging market conditions in local real
estate markets, attracting potential customers in a market in which we do not have significant experience and adapting
our marketing strategies to different regions of India where different languages are spoken.
We can provide no assurance that we will be successful in expanding our business to include other markets in India.
Any failure by us to successfully carry out our plan to geographically diversify our business could have a material
adverse effect on our revenues, earnings and financial condition and thereby constraining our long term growth and
prospects.
16. We may not be able to successfully develop and market developments in our proposed new lines of business
Our business strategy includes our undertaking projects in lines of business which are new to us, such as the
development of Commercial Complexes, Integrated Township, IT Park, shopping malls, etc. Our ability to successfully
develop and market developments in these new lines of business has not yet been proven. In developing such new lines
of business we face certain risks, including identifying and acquiring interests in appropriately located land, appealing
to the tastes of new customers, responding to changing trends in the real estate market in India, and marketing our
developed real estate concepts to our customers in competition with more experienced developers. If we fail to
successfully develop and market projects in our proposed new lines of business, we may not be able to fully utilise all of
our land and development rights over such land.
17. We may not be able to compete effectively, particularly in regional markets and in our new businesses
The real estate development industry in India, while fragmented, is highly competitive and we may face competition in
NCR or in any other region in which we operate. We may face significant competition from other real estate
development and construction companies, many of whom undertake similar projects within the same regional markets
as us. We presently compete in the NCR with various regional companies and large pan-India players. Given the
fragmented nature of the real estate development industry, we often do not have adequate information about the projects
our competitors are developing and accordingly, we run the risk of underestimating supply in the market.
As we seek to diversify our focus on regions outside NCR, we may face the risk that some of our competitors, who are
also engaged in real estate development, may be better known in other markets, enjoy better relationships with
landowners, gain early access to information regarding attractive parcels of land and be better placed to acquire such
land. Increasing competition could result in price and supply volatility, which could cause our business to suffer. In
addition, we are expanding into new businesses such as Commercial Complexes, Integrated Township, IT Park,
shopping malls, etc. We may be short of experience in these businesses to compete effectively with established and new
competitors in these businesses.
18. We have high capital expenditure requirement. If we experience insufficient cash flows to meet required payments
on our debt and capital expenditure requirements, there may be an adverse effect on our results of operations.
Our business is capital intensive and requires significant expenditure for land acquisition and development. As of March
31, 2007 and December 31, 2007, we had outstanding secured and unsecured borrowings of Rs. 306.61 million and Rs.
492.23 million respectively. To meet our growth strategy we require continued access to capital on acceptable terms for
developing our projects. We cannot assure you that market conditions and other factors will permit the financing of our
future projects and land acquisitions and to provide mobilization advances in favor of contractors to secure our
obligations under contracts through debt or equity on the terms in the best interest of our company. Our ability to
arrange financing and the costs of such financing are dependent on numerous factors, including general economic and
capital market conditions, credit availability from financial institutions, state of capital markets, investor confidence,
successful completion of our projects and relevant legislations being conducive to such financing. Our attempts to
consummate future financings may not be on terms favorable to us which could have an adverse effect on our business
prospects and results of operations.
For further details on our financial indebtedness please refer to the section titled “Financial indebtnedness” on page []
of this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page xv
19. The statements contained in this Draft Red Herring Prospectus with regard to our Forthcoming Projects, our
Ongoing Projects of our land are based on management estimates and may be subject to change. In addition,
industry statistical and financial data contained herein may be incomplete or unreliable.
Our developable and saleable areas presented herein with regard to our Forthcoming and Ongoing Projects of our land
are based on management estimates. This may differ from the figures presented herein based on various factors such as
adverse market conditions, title defects and our inability to obtain required regulatory approvals. Moreover, title defects
may prevent us from having valid rights enforceable against all third parties to lands over which we believe we hold
interests or development rights, rendering our management's estimates of the area incorrect and subject to uncertainty.
We have also not independently verified data from government and industry publications and other sources contained
herein and therefore cannot assure you that they are complete or reliable.
20. We have not entered into any definitive agreements to utilize the net proceeds of the Issue and may reallocate the
same to other projects.
Until we utilize this portion, we intend to hold the same in bank accounts or invest it in high quality interest bearing
liquid instruments including money market mutual funds and deposits with banks, for the necessary duration, or for
reducing overdrafts in accordance with the investment policies approved by our Board of Directors from time to time.
Our funding requirements and the deployment of the proceeds of the Issue are based on management estimates. In view
of the highly competitive nature of the industry in which we operate, we may have to revise our management estimates
from time to time and consequently our funding requirements may also change. Accordingly, our management will have
flexibility in applying some portion of the proceeds received by us from this Issue. We may also reallocate expenditure
to newer projects or those with earlier completion dates in the case of delays in our existing projects.
21. The fund requirements have not been appraised by Banks or Financial Institutions and are based on our
management estimates. In the event of our estimates not being met, our Company’s ability to effectively implement
its business plans may be adversely affected.
Our assessment of fund requirement and deployment is based on internal estimates and has not been appraised by any
bank or any financial institutions or any independent organization. Our capital expenditure plans are subject to a number
of variables, including possible cost overruns, construction/development delays or defects, availability of working
capital finance on acceptable terms, and changes in management’s views of the desirability of current plans, among
others. In case of any variations in the actual utilization of funds earmarked for the above activities or increased fund
deployment for a particular activity, our Company may not be able to arrange for finances to meet any such shortfall.
The same may adversely affect our Company’s ability to effectively implement its business plans.
22. We have not made applications or received approvals for some of our Forthcoming/ Planned Projects. In the event of
non-receipt/delay in receiving these approvals our development activities scheduled for these projects would be adversely
affected.
For some of our Forthcoming/ Planned Projects which are in the initial stages of development, we are in the process of
making the applications to regulatory authorities in connection with the development of these properties. As
development of some of these properties are still in initial stages, the proposed use and development plans for these
properties may be subject to further changes, as may be decided by us keeping in mind various factors including the
economic conditions, the prevailing preferences of the consumers and regulations applicable to us. We cannot assure
you that we shall receive the underlying approvals in a timely manner or at all. In the event that we do not receive these
approvals, our business, prospects, financial condition and results of operations could be adversely affected.
Besides, we are required to conduct an environmental assessment for our projects. These environmental assessments
may reveal material environmental problems, which could result in our not obtaining the required approvals.
Additionally, if environmental problems are discovered during or after the development of a project, we may incur
substantial liabilities relating to remedial measures and the value of the relevant properties could be adversely affected,
thereby adversely affecting our revenue and operations.
For further details, please refer “Government and Other Approvals” on page [] of this Draft Red Herring Prospectus.
23. There could be time and cost overruns in relation to our Forthcoming / Planned Projects which could affect our
results of operations.
There could be time and cost overruns in relation to our Forthcoming / Planned Projects either due to unscheduled
delays or otherwise. We cannot assure you that we will be able to complete development of our projects, including those
Triveni Infrastructure Development Company Limited
Page xvi
that may be undertaken in future, within the stipulated budget and time schedule. As we would incur the cost of delays
or overruns, this could adversely affect our results of operations and financial condition.
Further, we are subject to a penalty clause under our sale agreements entered into with our customers for any delay in
the completion and handover of the project, wherein we are liable to pay delay charges to them. The aggregate of all
such penalties may adversely impact the overall profitability of the project so delayed and, therefore, adversely affect
our results of operations.
24. The success of our real estate development business is dependent on our ability to anticipate and respond to
consumer requirements, both in terms of the type and location of our properties.
The growth of the Indian economy has led to growing disposable income of India’s middle and upper income groups
resulting in a change of their lifestyle and the nature of their expectations. As customers continue to seek better housing
and better amenities as part of their residential needs, we are required to continue to focus on the development of
quality-centric residential accommodation with various amenities. Our ability to anticipate and understand the demands
of prospective customers is critical to the success of our real estate development business. Our inability to provide
customers with their preferences or our failure to anticipate and respond to customer needs accordingly will affect our
business and prospects.
25. Our business strategy may change in the future and may be different from that which is contained herein and we
cannot assure that we may be successful in executing the same.
In the past, we have followed a build and sale model for properties developed. Further, our developments have primarily
focused on residential development. We cannot assure that we shall continue to follow the same business strategy that
we have followed, in the past. In future, we may substantially develop commercial in addition to residential properties
or follow a build and lease model. However, depending on prevailing market conditions and other commercial
considerations, our business model in the future may change from what has been described herein and we cannot assure
that we may be successful in executing the same.
26. We recognise revenue based on the percentage of completion method of accounting based on our management’s
estimates of revenues and development costs on a property by property basis. As a result, our revenues and
development costs may fluctuate significantly from period to period.
We recognize the revenue generated from our properties on the percentage of completion method of accounting. Under
this method, our revenues are recognized on the basis of percentage of actual costs incurred thereon including land and
total estimated construction and development cost of projects under execution subject to such actual cost being 30
percent or more of the total estimated cost. The stage of completion under this method is measured on the basis of
percentage that actual costs incurred on real estate projects including land, construction and development cost bears to
the total estimated cost of the projects. The estimates of the projected revenue, projected profits, projected costs, cost to
completion and the foreseeable loss are reviewed periodically by our management and any effect of changes in
estimates is recognized in the period such changes are determined.
We cannot assure you that the estimates used under the percentage of completion method will equal either the actual
cost incurred or revenue received with respect to these properties. Since the effect of such changes to estimates is
recognised in the financial statements of the period in which such changes are determined, it may lead to significant
fluctuations in revenues and development costs and limit our ability to undertake new properties. Therefore, we believe
that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied
upon as indicative of our future performance. Such fluctuations in our revenues and costs could also cause our share
price to fluctuate significantly.
27. We have received tax benefits under section 80-IB of the Income Tax Act, which we cannot receive on our
Forthcoming/ Planned Projects and some of our Ongoing Projects.
The provisions of section 80-IB of the Income Tax Act provided for 100% deduction of the profits derived from
development and building of housing projects approved before March 31, 2007, by a local authority, provided that
certain specified conditions are met including the requirement that the area of each dwelling unit is not more than 1,000
sq. ft. of built up area within the radius of 25 kilometres of the municipal limits of metropolitan cities of New Delhi and
Mumbai and 1,500 sq. ft. of built up area in the rest of India. For all the projects, for which approvals have not been
obtained prior to March 31, 2007, the benefits under section 80-IB of the Income Tax Act, are not available. As a result,
we cannot derive any benefit under section 80-IB of the Income Tax Act for a number of our Ongoing Projects and
Forthcoming / Planned Projects. Thus, the effective tax rates payable by us will increase and consequently our financial
Triveni Infrastructure Development Company Limited
Page xvii
condition may be adversely affected. For details, see the section titled “Statement of Tax Benefits” on page [] of this
Draft Red Herring Prospectus.
28. We are subject to restrictive covenants in certain debt facilities provided to us.
There are certain restrictive covenants in the arrangements we have entered into with the banks for secured loans. We
are prohibited from opening accounts with any other banks or credit institutions for any purpose until our liabilities to
such lending banks terminate. Additional restrictive covenants require us, among other things, to maintain in favour of
the bank a margin between the value of mortgaged property and the balance due to the bank, as the bank may stipulate
from time to time, and to keep the mortgaged properties insured for full market value against certain risks. Further, the
loan agreements provide that we cannot create any further charges or encumbrances over the mortgaged property and
that it may not part with the hypothecated property or any part thereof without the prior written consent of the lending
bank. Furthermore, our arrangements with certain lending banks permit these banks to withdraw or amend the terms and
conditions of the loans at the bank’s absolute discretion without any prior notice to us. In addition, these banks may
impose overdue interest at the specified rates in the event of any default or vary the interest rates, without giving prior
notice to us. These restrictive covenants also affect some of the rights of our Board, including recommending dividends.
Any additional financing that we require to fund our capital expenditures, if met by way of additional debt financing,
may place restrictions on us which may, among other things, increase our vulnerability to general adverse economic and
industry conditions; limit our ability to pursue our growth plans; require us to dedicate a substantial portion of our cash
flow from operations to make payments on our debt, thereby reducing the availability of our cash flow to fund capital
expenditures, meet working capital requirements and use for other general corporate purposes; and limit our flexibility
in planning for, or reacting to changes in our business and our industry, either through the imposition of restrictive
financial or operational covenants or otherwise.
29. Fluctuations in economic and market conditions may affect our ability to sell our projects at expected prices, which
could adversely affect our revenues and earnings.
We are subject to significant fluctuations in the market value of land and inventories. The risk of owning undeveloped
land, developed land and inventories can be substantial as the market value of land and inventories can change
significantly as a result of changing economic and market conditions. There is a lag between the time we acquire land or
development rights to the land and the time that we develop and sell our projects. Since our real estate investments are
relatively illiquid, our ability to mitigate the risk of any market fluctuations is limited. We could be adversely affected if
the market conditions deteriorate or if we purchase land or inventories at higher prices during stronger economic periods
and the value of the land or the inventories subsequently decline during weaker economic periods.
Historically, the Indian real estate market has been cyclical, a phenomenon that can affect the optimal timing for both
the acquisition of sites and the sale of our properties. We cannot assure you that the real estate market cyclicality will
not continue in the future. As a result, we may experience fluctuations in property values which in turn may adversely
affect our business, financial condition and results of operations.
30. Our business is heavily dependent on the performance of the real estate market and the availability of real estate
financing in India.
The real estate market is significantly affected by changes in economic conditions, government policies, interest rates,
income levels, demographic trends and employment, among other factors. These factors can negatively affect the
demand for and valuation of both our Forthcoming / Planned and Ongoing Projects. For example, lower interest rates
may assist us in procuring debt at attractive terms for the purchase of land or development of our properties. However,
India has experienced rising interest rates over the last three fiscal. Such rising interest rates could discourage our
customers from borrowing to finance real estate purchases as well as companies, such as us, from borrowing funds to
purchase land or develop properties. Non-availability of funds to the prospective buyers at attractive rates could
adversely affect us.
Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by
banks and finance companies could reduce the attractiveness of property or developer financing and the RBI or the GoI
may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. In the
event of any change in fiscal, monetary or other policy of the GoI and a consequent withdrawal of income tax benefits,
our business and results of operations may be adversely affected.
Triveni Infrastructure Development Company Limited
Page xviii
31. The availability of financing options to our potential customers is critical to our business.
A large number of our customers finance their purchases by raising loans from various banks and other means. Availing
home loans for residential properties has become particularly attractive due to income tax benefits and high disposable
income. The availability of home loans may, however, be affected if such income tax benefits are withdrawn or the
interest rates on such loans continue to increase or there is decrease in the availability of home loans. This may affect
the ability of our customers to finance the purchase of their residential properties and may consequently affect the
demand for our properties.
32. Our property developments are subject to various regulations and applicable legislation and instances of violations
or non-compliance could adversely affect our properties.
Our properties may be subject to various regulations and applicable legislation. Further, we are also required to comply
with various other regulations during the course of development of our properties. Violations or non-compliance of
these regulations could result in our not obtaining the required approvals or may incur substantial liabilities. For further
details, please refer “Key Industry Regulations and Policies” on page [] of this Draft Red Herring Prospectus.
33. Our operations and the work force on the property sites are exposed to various hazards.
We conduct various site studies prior to the acquisition of any parcel of land and its construction and development.
However, there are certain unanticipated or unforeseen risks that may arise due to adverse weather and geological
conditions such as storms, outbreaks of disease, hurricanes, lightning, floods, landslides, rockslides and earthquakes and
other reasons. Further, our operations are subject to hazards inherent to hiring architects and contractors such as risk of
equipment failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may
cause injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage. If
any one of these hazards or other hazards impacts our business, our results of operations may be adversely affected.
34. We depend on our Promoters, our senior management and key management personnel for a large part of our
success. If we are unable to retain or recruit senior management or key personnel, our business could suffer.
Our Promoters, our senior management and key management personnel collectively have years of experience in the real
estate industry and may be difficult to replace. They provide expertise which enables us to make well informed
decisions in relation to our business and our future strategies. Any loss or interruption of the services of such senior
management or key personnel, and/or our inability to recruit qualified additional or replacement personnel, could
adversely affect our business by triggering increasing the work-load amongst existing personnel and/or increasing our
personnel costs. We cannot assure you that we will continue to retain any or all of the key members of our management.
The loss of the services of any key member of our management team could have an adverse effect on our business and
the results of our operations.
35. The Promoters of our Company are first generation entrepreneurs.
Our Promoters, Mr. Sumit Mittal and Mr. Madhur Mittal, are the first generation entrepreneurs. Though they have
experience in the industry in which we operate, the growth of our company is significantly affected with their prior
experience as an entrepreneur.
Risks relating to Our Company
36. We have a limited operating history and our future performance is uncertain.
Since our company was incorporated in the year 2006, we have limited operating history as a real estate developer. As a
result, there is limited historical financial and operating information available to help you evaluate our past performance
as a real estate development company or to make a decision about an investment in our equity shares. In addition,
because of our limited operating history, our historical financial results may not accurately predict our future
performance. However, our promoters have been developing real estate properties through an erstwhile partnership
firm, viz. Triveni Infrastructure Development Company, formed in the year 2001 which was eventually bought over by
us.
37. We have experienced rapid growth in the past year and may not be able to sustain the same, which may adversely
affect our results.
We have been experiencing a rapid growth since our inception. For the period ended December 31, 2007, we generated
Rs.3214 million as our income from operations vis-à-vis Rs. 3387 million for year ended March 31, 2007 showing an
Triveni Infrastructure Development Company Limited
Page xix
annualised growth of 27% in our consolidated revenues. Our standalone income from operations for the period ended
December 31, 2007 of Rs.3214 million when compared with that of Rs.2314 million for the year ended March 31, 2007
would show an annualized growth of 85%.
We are embarking on a growth strategy which involves expansion as well as diversification of our current business. In
furtherance to this strategy, we have recently acquired or entered into agreements to acquire large areas of land. Such a
growth strategy will place significant demand on our management as well as our financial, accounting and operating
systems. Further, as we scale-up and diversify our operations, we may not be able to execute our property developments
efficiently, which could result in delays, increased costs and affect the quality of our developments, and may adversely
affect our reputation. Such expansion also increases the challenges involved in preserving a uniform culture, set of
values and work environment across our properties, developing and improving our internal administrative infrastructure,
particularly our financial, operational, communications, internal control and other internal systems; recruiting, training
and retaining sufficient skilled management, technical and marketing personnel; maintaining high levels of client
satisfaction; and adhering to health, safety, and environmental standards. We may not be able to sustain our growth
effectively or to maintain a similar rate of growth in the future due to a variety of reasons including a decline in the
demand for quality real estate properties, increased prices or competition, non-availability of raw materials, lack of
management availability or due to a general slowdown in the economy. A failure to sustain our growth may have an
adverse effect on our financial condition and results of operations.
38. Our registered and corporate office from which we operate is not owned by us.
We do not own the premises on which our registered and corporate office is located. We operate from leased premises
and if the lessor does not renew the agreement under which we occupy this premise or on terms and conditions
favorable to us, it may affect our operations. For further details, see the section titled “Our Business-Office Properties”
on page [] of this Draft Red Herring Prospectus.
39. One of the properties lying in our books of accounts is not owned by us.
A property, located at R-13, IInd floor, GK-1, New Delhi of an area admeasuring approximately 418.22 square meters,
which was originally purchased by Mr. Sumit Mittal and Mr. Madhur Mittal, the partners of the erstwhile partnership
firm, Triveni Firm, is lying in our books of accounts. This is pursuant to the purchase of Triveni Firm by us at the book
value of its assets and liabilities as on March 31, 2006. We have not initiated any action for the transfer of ownership of
this property in the name of our company.
40. We have limited protection over the "Triveni" logo and name.
We have applied for registration of the name and logo “Triveni” that appears on the cover page of this Draft Red
Herring Prospectus. Our applications may not be allowed or competitors may challenge the validity or scope of these
applications or the trademarks, if the applications are approved, on the grounds of resemblance or otherwise. If we fail
to successfully obtain or enforce our trademarks, we may need to change our logos. Any such change could adversely
affect our business and require us to incur additional costs.
For further details on our Intellectual Property please refer to page [] of this Draft Red Herring Prospectus.
41. Our contingent liabilities could adversely affect our financial condition and have not been provided for in the
financial statements of the Company and could impact our financial condition
Our contingent liabilities which have not been provided for as disclosed in our audited consolidated financial
statements, as per Indian GAAP as at nine months period ended December, 2007 were as follows:
Particulars
Amount
(Rs. in Millions)
Bank Guarantees
In respect of Company
227.22
In respect of Third Parties
34.14
Corporate Guarantees
In respect of Third Parties / Associates
245.00
Total
506.36
If these contingent liabilities materialize, our business and financial condition could be adversely affected. For further
details of the same please refer to page [] of this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page xx
42. Some of our Subsidiaries have incurred losses in the past.
Some of our Subsidiaries have incurred losses for the period / years given below:
Sr.
No.
1.
2
3.
4.
5.
6.
7.
8.
Name of Companies
RMS Club & Resorts Pvt. Ltd.
Chahat Garments Pvt. Ltd
Goldmine Infrabuild Pvt. Ltd.
Exotica Propbuild Pvt. Ltd.
Saral Infrabuild Pvt. Ltd.
Sunrise Infrabuild Pvt. Ltd.
Ghaziabad Developers Pvt. Ltd.
Rewari Developers Pvt. Ltd
Profits After
Tax for
Period Ended
December 31,
2007
(0.02)
(0.02)
(0.01)
(0.01)
(0.01)
(0.02)
(0.01)
(0.01)
Rs. in Million
Profits After
Tax for Year
Ended
March 31,
2007
NA
(0.03)
(0.01)
(0.01)
(0.01)
(0.01)
(0.01)
(0.01)
43. The financial statements of Triveni-Ferrous Infrastructure Pvt. Ltd, one of our Associate Company, are unaudited.
The financial statements of Triveni-Ferrous Infrastructure Pvt. Ltd, one of our Associate Company, for the year ended
March 31, 2007, are unaudited. For more details please refer the section titled “Our History” on page [] of this Draft
Red Herring Prospectus.
44. We had negative operating cash flows in recent fiscal and nine month ending December 31, 2007.
We had negative operating cash flows in Fiscal 2007 and nine month ended December 31, 2007. There can be no
assurance that we will have sufficient liquidity to meet our requirements at a future point of time.
Rs. in Million
Particulars
Period Ended
Year Ended
Year Ended
Year Ended
Dec. 31, 2007
Mar. 31, 2007
Mar. 31, 2006
Mar. 31, 2005
Net cash from (used in) Operating activities
(469.53)
(302.31)
262.44
5.58
Net cash from (used in) Investing activities
303.11
(164.22)
85.38
(25.73)
Net cash from (used in) Financing activities
168.90
230.62
6.03
23.43
Risks relating to Our Shareholders and Equity Shares
45. Our Promoter Group will continue to exercise significant influence over us, and their interests in our business may
be different to those of other shareholders.
After the completion of the Issue, our Promoter Group will control, directly or indirectly, approximately 75.47% of our
outstanding Equity Shares. As a result, our Promoter Group will have the ability to exercise significant control and
influence over our business and all matters requiring shareholder approval, including election of directors, our business
strategy and policies and approval of significant corporate transactions such as mergers and business combinations. This
concentration of ownership may make some transactions more difficult or impossible without the support of these
shareholders. We cannot assure you that the interests of our Promoter Group may not conflict with the interests of other
shareholders.
46. We have entered into, and will continue to enter into, related party transactions.
We have entered into transactions with several related parties, including our Promoter Directors and Promoter Group
entities. For more information regarding our related party transactions, see “Related Party Transactions” on page [] of
this Draft Red Herring Prospectus.
47. We have leased out some of our owned and developed properties to Promoter Group Companies.
As on the date of filing this Draft Red Herring Prospectus, we have leased out our two developed properties to ‘Triveni
Motors Pvt. Ltd.’ and one owned property to ‘Triveni Media Limited’, both being our Promoter Group Companies. For
further details please refer to page [] of this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page xxi
48. No prior performance indicator
This is an initial public offering of our equity shares and, thus, there is no other performance indicator besides our
financial performance. We may not be able to assure similar performance on stock exchanges where we propose to list
our equity shares.
49. Any future equity offerings or issue of options under future employee stock option scheme may lead to dilution of
investor’s shareholding in our company.
Purchasers of Equity Shares in this Issue may experience dilution of their shareholding to the extent we make future
equity offerings and to the extent we decide to grant options to be issued under an employee stock option scheme. We
do not have any ESOP scheme currently.
50. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working
capital requirements and capital expenditures.
The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash
flows, working capital requirements and capital expenditures. There can be no assurance that we will be able to pay
dividends.
External Risk Factors
1.
We operate in a highly regulated environment, and existing and new laws, regulations and government policies
affecting the sectors in which we operate could adversely affect our operations and our profitability.
We must comply with extensive and complex regulations affecting the construction and land development processes.
These regulations impose on us additional costs and delays, which affect our business and results of operations. In
particular, we are required to obtain the approval of numerous central, state and local governmental authorities
regulating matters such as permitted land uses, levels of density, the installation of utility services, zoning and building
standards. Please refer to the section titled “Key Industry Regulations and Policies” on page [] of this Draft Red
Herring Prospectus, for a description of laws and regulations applicable to us. Non-compliance with any regulation may
lead to penalties, revocation of our permits or licenses or litigation, which could have an adverse effect on our business,
results of operations and financial condition.
The regulatory framework, particularly in the real estate industry, in India is evolving. Future government policies and
changes in laws and regulations in India may adversely affect our business and operations, and restrict our ability to do
business in our existing and target markets. The timing and content of any new law or regulation is not in our control
and such new law or regulation could have an adverse effect on our business, results of operations and financial
condition.
2.
Our business is heavily dependent on the performance of the real estate market and the availability of real estate
financing in India and any slowdown in the real estate market and unavailability of financing on favorable terms
could affect our operations.
Our business is heavily dependent on the performance of the real estate market in India, particularly in the regions in
which we operate or intend to operate, and could be adversely affected if real estate prices or market conditions
deteriorate. Recently, in India, the prices of real estate have been experiencing significant gains. We cannot assure you
that such gains will continue or that the prices of real estate in the areas where we operate or intend to operate, and in
India in general, will not adversely fluctuate. As we generate most of our revenues from the lease, a decrease in rental
prices of real estate could adversely affect our financial condition and results of operations. The proposed projects
would take a substantial amount of time to develop, and we could incur losses if we purchase land at high prices and
lease the developed projects during weaker economic periods. Further, the real estate market, both for land and
developed properties is relatively illiquid, which may limit our ability to respond promptly to market events.
The real estate market is significantly affected by changes in economic conditions, government policies, interest rates,
income levels, demographic trends and employment, among other factors. These factors can negatively affect the
demand for and valuation of both our projects under development and our planned projects. For example, lower interest
rates may assist us in procuring borrowings at attractive terms for the purchase of land or development of our projects.
However, India has experienced rising interest rates over the last three fiscal years, with the RBI repo rate rising from
6.0% as of March 31, 2005 to 6.50% as of March 31, 2006 and to 7.8% as of March 31, 2007. Rising interest rates
could discourage companies, such as us, from incurring indebtedness to purchase land or develop new projects. As such,
Triveni Infrastructure Development Company Limited
Page xxii
our business could be adversely affected if the demand for, or supply of, real estate financing at attractive rates and
other terms were to be adversely affected.
Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by
banks and finance companies could reduce the attractiveness of property or developer financing and the RBI or the GoI
may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. In the
event of any change in fiscal, monetary or other policy of the GoI and a consequent withdrawal of income tax benefits,
our business and results of operations may be adversely affected.
3.
Taxes and other levies imposed by the Central or State Governments, as well as other financial policies and
regulations, may have an adverse effect on our business, financial condition and results of operations.
We are subject to a number of taxes and other levies imposed by the Central or State Governments in India, particularly,
service tax on lease of properties, as well as certain other taxes, duties or surcharges introduced on a permanent or
temporary basis from time to time. The central and state tax scheme in India is extensive and subject to change from
time to time. Any adverse changes in any of the taxes levied by the Central or State Governments may adversely affect
our competitive position and profitability.
4.
Any future issuance of Equity Shares by us may dilute your shareholding and adversely affect the trading price of
the Equity Shares.
Any future issuance of our Equity Shares by us, including at the completion of the Merger, may dilute your
shareholding in our Company, may adversely affect the trading price of our Equity Shares and could impact our ability
to raise capital through an issue of our securities. In addition, any perception by investors that such issuances or sales
might occur could also affect the trading price of our Equity Shares. Additionally, the disposal of Equity Shares by any
of our major shareholders or the perception that such sales may occur may significantly affect the trading price of the
Equity Shares. No assurance may be given that we will not issue Equity Shares or that such shareholders will not
dispose of, pledge or encumber their Equity Shares in the future.
5.
The government may exercise rights of compulsory purchase or eminent domain over our lands, thereby adversely
affecting our business and financial results.
The Land Acquisition Act, 1894 allows the central and state government to exercise rights of compulsory purchase
which, if used in respect of our land, could require us to relinquish land with compensation. The likelihood of such
actions may increase as the central and state governments seek to acquire land for the development of infrastructure
projects such as roads, airports and railways. Any such action in respect of one or more of our market cities could
materially and adversely affect our business.
6.
Restrictions on foreign direct investment in the real estate sector may hamper our ability to raise additional capital.
While the GoI has permitted FDI of up to 100% without prior regulatory approval in townships, housing, built-up
infrastructure and construction and development projects, it has issued a notification titled Press Note No. 2, which
subjects such investment to certain restrictions. Our inability to raise additional capital as a result of these and other
restrictions could adversely affect our business and prospects. For more information on these restrictions, please refer
“Key Industry Regulations and Policies.” on page [] of this Draft Red Herring Prospectus.
7.
A slowdown in economic growth in India could cause our business to suffer.
Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely
affected by various factors such as political or regulatory action, including adverse changes in liberalization policies,
social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and
energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and
financial performance and the price of our Equity Shares.
8.
Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such
additional financing is available. This could have a material adverse effect on our capital expenditure plans, business
and financial performance and the price of our Equity Shares.
Triveni Infrastructure Development Company Limited
Page xxiii
9.
Force majeure events, terrorist attacks and other acts of violence or war involving India or other countries could
adversely affect the financial markets, result in a loss of investor confidence and adversely affect our business,
results of operations, financial condition and cash flows.
Certain events that are beyond our control, such as:
•
•
•
force majeure events, including earthquakes, cyclones, floods and other natural disasters;
terrorist attacks; and
other acts of violence or war (including civil unrest, military activity and hostilities),
Any such event could happen at one or more of the other projects, or in their vicinities, which would adversely affect
our business. Moreover, these and other similar events may adversely affect worldwide financial markets and could lead
to global economic recession. Such events may also result in a loss of business confidence or have other consequences
that could adversely affect our business operations and financial condition. Any of such events could lower confidence
in India, as well. The occurrence of any of the foregoing could therefore adversely affect our financial performance or
the market price of the Equity Shares, even if unrelated to any of our projects.
10. We are subject to regulatory, economic and political uncertainties in India.
In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of
foreign currency reserves. The Indian government provided significant tax incentives and relaxed certain regulatory
restrictions in order to encourage foreign investment in specified industries of the economy. We cannot assure you that
liberalization policies will continue. Furthermore, the rate of economic liberalization could change, and specific laws
and policies affecting technology companies, foreign investment, currency exchange rates and other matters affecting
investment in our Equity Shares could also change. Our financial performance and the market price of our shares may
be adversely affected by changes in inflation, exchange rates and controls, interest rates, government of India policies,
social stability or other political, economic or diplomatic developments affecting India in the future.
Notes to Risk Factors:
i.
Investors are advised to refer to the title on “Basis for Issue Price” on Page No. [] of this Draft Red Herring
Prospectus before making any investment in this Issue.
ii.
Investors may note that in case of oversubscription, allotment shall be on proportionate basis and will be finalized in
consultation with the Designated Stock Exchange. If the Issue is oversubscribed, the Designated Stock Exchange along
with the concerned Book Running Lead Manager and Registrar to the Issue shall be responsible to ensure that the basis
of allotment is finalized in a fair and proper manner.
iii.
Public Issue of 8,000,000 Equity Shares of face value of Rs. 10/- each for cash at a price of Rs. [] per equity share
(including a share premium of Rs. []/- per equity share) aggregating to Rs. [] million (the “Issue”), by Triveni
Infrastructure Development Company Limited (“our Company” or the “Issuer”). The Issue would constitute 19.63 % of
the fully diluted post issue paid-up capital of our Company.
The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the
RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such
Pre-IPO Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
iv.
This Issue is being made through a 100% Book Building Process and in accordance with Rule 19 (2) (b) of the SCRR.
In terms of Rule 19 (2) (b) of the SCRR, as this being an Issue for less than 25% of the Post-Issue Equity Share
Capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be
allocated on a proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available for allocation
on a proportionate basis to the Mutual Funds only and the remainder of the QIB portion shall be available for
allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at
or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will
be refunded forthwith. Further, upto 30% of the Issue shall be available for allocation on a proportionate basis to
Retail Individual Bidders and upto 10% of the Issue shall be available for allocation on a proportionate basis to NonInstitutional Bidders, subject to valid Bids being received at or above the Issue Price
v.
The Net Worth of our Company as on December 31, 2007 was Rs 1193.47 million and as on March 31, 2007 was Rs.
580.17 million based on audited, unconsolidated financial statements of our Company.
Triveni Infrastructure Development Company Limited
Page xxiv
vi.
The average cost of acquisition per Equity Shares allotted to our Promoters is as follows:
Name of the Promoter
Mr. Sumit Mittal
Mr. Madhur Mittal
Average Cost of
Acquisition
7.56
7.56
vii.
The Book Value per Equity Share as on December 31, 2007 was Rs. 36.44 and as on March 31, 2007 was Rs. 24.17
(Face value of Rs. 10/- per share).
viii.
For details on Related Party Transactions and Loans and Advances made to any company in which our Directors are
interested please refer to “Auditors Report to the Restated Financial Statements – Details of Transactions with
Related Parties” beginning on page [] of this Draft Red Herring Prospectus.
ix.
Our Company has not issued any shares for consideration other than cash.
x.
Our Company has not issued any Equity Shares out of revaluation reserves or for consideration other than cash except
for bonus issue made out of free reserves.
xi.
We have not revalued our assets in the last two years.
xii.
Except as disclosed in this Draft Red Herring Prospectus, our Promoters, our Directors and our Key Managerial
Employees have no interest in our Company except to the extent of remuneration and reimbursement of expenses and
to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and
trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising
out of such shareholding. See sections titled as “Capital Structure”, “Our Management” and “Our Promoters and their
Background” and “Our Promoter Group Entities” on pages [],[],[] and [] respectively.
xiii.
The investors may contact the BRLM or the Compliance Officer for any complaint, clarification, and information
pertaining to the Issue. For contact details of the BRLM and the Compliance Officer, please refer to “General
Information” beginning on page [] of the Draft Red Herring Prospectus.
xiv.
Investors are advised to refer to the section titled “Basis for Issue Price” on page [] of this Draft Red Herring
Prospectus before making an investment in this Issue.
xv.
All information shall be made available by the BRLM and the Company 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.
xvi.
Trading in Equity Shares of our Company for all the investors shall be in dematerialized form only.
xvii. The notes on significant accounting policies have been included in the report of our Auditors in “Financial
Statements” beginning on page [] of this Draft Red Herring Prospectus.
xviii. No part of the issue proceeds will be paid as consideration to our Promoters, our Directors, our key managerial
employees or our promoter group companies or ventures except as mentioned in section “Interest of Promoters /
Directors” on page [●] of this DRHP or in normal course of business.
xix.
Our Company and the BRLM will update the offer document in accordance with the Companies Act and the SEBI
DIP Guidelines and our company and the BRLM will keep the public informed of any material changes relating to
our company till the listing of our shares on the Stock Exchanges. No selective or additional information would be
made available to a section of investors in any manner whatsoever.
Triveni Infrastructure Development Company Limited
Page xxv
SECTION III – INTRODUCTION
SUMMARY
This is only a summary and does not contain all information that you should consider before investing in our Equity Shares.
You should read the entire Draft Red Herring Prospectus, including the information on “Risk Factors” and our “Financial
Statements” and related notes beginning on page [] and page [] of this Draft Red Herring Prospectus, before deciding
to invest in our Equity Shares.
Business Overview
We are a real estate developer with primary focus on the National Capital Region of India and Tier II and Tier III cities in
the adjoining states of Haryana and Uttar Pradesh. We have a diversified portfolio of real estate developments including
residential and commercial projects. Our operations span across all aspects of real estate development, from the
identification and acquisition of land, to the planning, execution and marketing of our projects.
We commenced our business operations from the city of Agra in the year 2001 and since the year 2005 we have shifted our
primary focus on the NCR and been engaged in developing various projects in and around the NCR. As of April 21, 2008
we have developed 7 projects delivering approximately 5.28 million square feet of both residential and commercial
developed areas. These developments include 2 premium residential apartment projects, 1 farm housing project, 2 housing
villa project and 2 commercial showrooms.
As of May 08, 2008, we have 6 ongoing projects on which we have made considerable progress and have incurred almost
50% of the requisite project cost towards the planned developments. The ongoing projects translate in development of
approximately 8.55 million square feet of both residential and commercial projects including 4 group housing projects, 1
housing villa project and 1 club and hotel project. These projects are being developed over an area of approximately 121.61
acres of land located in towns of Faridabad, Agra, (Vrindavan) Mathura and Ghaziabad in the state of Uttar Pradesh.
Further, our 22 forthcoming projects are again a mix of both residential and commercial developments. Of these 22 projects,
there are 16 projects for which we have already acquired the required portions of land to the tune of approximately 197.18
acres for our residential developments and approximately 24.85 acres for our commercial developments. Thus, as on April
21, 2008, we hold approximately 343.64 acres of land including development rights on which we are at various stages of
development process.
Of these 16 planned projects for which land is acquired and are under various stages of approval for development we have 7
projects in the residential segment and 9 projects in the commercial segment. The residential developments include 4 group
housing projects, 1 integrated township and 2 developed plots. The group housing projects are being developed in
Faridabad, Rewari and Dharuhera in the state of Haryana, the integrated township is being developed in Faridabad and
developed plots in Ghaziabad and Agra both in Uttar Pradesh. Of our planned commercial developments 6 projects are being
developed in strategic sectors i.e. 3 each in Sector-78 and Sector-89 of Faridabad, 1 in Agra and 1 in Greater NOIDA.
We believe that we are well poised to benefit from the unprecedented growth being witnessed in the real estate sector in the
country. The satellite towns around Delhi have been witnessing a spectacular growth in terms of infrastructure and
employment, propelled by MNCs which have set up state-of-the-art offices here, thus bringing in a cosmopolitan culture.
Over a period of time we have been moving to newer locations where we believe to have potential and strategic business
interests to our company. We are also gradually diversifying our offerings by developing Commercial Complexes and IT
Parks. Today, we have evolved as one of the key player in real estate development in the fastest growing regions in and
around NCR.
Competitive Strengths
• An established brand name and reputation for quality
• In-House Development Capabilities and Project Execution Skills bringing end to end competencies
• Quality projects and construction
• Ability to identify emerging local markets and potential areas of development
• Direct customer relationships
• Simplified corporate structure and commitment to corporate governance
• Organized and professionally managed company with experienced and dedicated management team.
Business Strategy
• Expansion into various cities in North India and increase our land available for development in strategic locations
• Continue to focus on opportunities in Tier-2 and Tier-3 cities
• Diversify our portfolio of projects
Triveni Infrastructure Development Company Limited
Page 1
•
•
•
•
Maintain quality standards for development and employ best practices and practitioners.
Continued focus on properties in a diverse range of price segments
Outsourcing selectively to increase scale of operations and reduce capital investments
Continue to enhance our brand and reputation by delivering value to our customers
Industry Overview
For details on the industry to which we belong please refer to the section titled “Industry Overview” on page [] of this
Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 2
THE ISSUE
Equity Shares Issued:
Public Issue
8,000,000* Equity Shares
Comprising:
A) Qualified Institutional Buyers Portion
Of which
Mutual Fund portion (5%)
Balance for all QIBs including Mutual Funds
At least 4,800,000 Equity Shares comprising of at least 60 % of the Issue to
the Public (allocation on a proportionate basis)
240,000 Equity Shares
4,560,000 Equity Shares
B) Non-Institutional Portion
Upto 800,000 Equity Shares comprising of upto 10% of the Issue to the
Public (allocation on a proportionate basis).
C) Retail Portion
Upto 2,400,000 Equity Shares comprising of upto 30% of the Issue to the
Public (allocation on a proportionate basis).
Equity Shares outstanding prior to the Issue
32,749,166 Equity Shares of Rs. 10/- each
Equity Shares outstanding after the Issue
40,749,166 Equity Shares of Rs. 10/- each
Use of proceeds
Please refer to section entitled “Objects of the Issue” on page [•] of this
Draft Red Herring Prospectus for additional information.
*The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
**Subject to valid Bids being received at or above the Issue Price. Under subscription, if any, in the Non-Institutional
Portion and Retail Individual Portion would be met with spill over from other categories by our Company in consultation
with the BRLM in accordance with applicable laws, rules, regulations and guidelines. If at least 60% of the Issue cannot be
allotted to QIB Bidders, then the entire application money will be refunded. However, if the aggregate demand by Mutual
Funds is less than 240,000 Equity Shares (QIB Portion is 60% of the Issue, i.e. 4,800,000 Equity Shares), the balance Equity
Shares available for allocation in the Mutual Funds Portion will be added to the QIB Portion and be allocated
proportionately to the QIB Bidders.
Triveni Infrastructure Development Company Limited
Page 3
SELECTED FINANCIAL AND OPERATING DATA OF OUR COMPANY
The following tables set forth summary financial information derived from our unconsolidated restated financial statements
as of and for the period ended December 31, 2007 and the years ended March 31, 2007, 2006, 2005, 2004 and 2003. These
financial statements have been prepared in accordance with Indian Accounting Standards, the Companies Act and the SEBI
Guidelines and are presented in the section titled “Financial Statements” beginning on page [] of this Draft Red
Herring Prospectus. The summary financial information presented below should be read in conjunction with our restated
financial statements, the notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page [] of this Draft Red Herring Prospectus.
STATEMENT OF ASSETS & LIABILITIES (ON STANDALONE BASIS), AS RESTATED
The assets and liabilities of the company as at the end of each financial year ended on March 31, 2007, 2006, 2005, 2004
and 2003 and for the period ended December 31, 2007 are as set out below. The assets and liabilities read with significant
accounting policies and notes annexed hereto have been arrived at after making such regroupings as are considered
appropriate.
In Rupees Millions
PARTICULARS
For the Financial Year / Period ended on
Triveni (after Triveni (before
Triveni
purchase)
purchase)
Firm
31.03.2006
31.03.2006
31.03.2006
31.03.2005
31.12.2007
31.03.2007
215.22
27.64
187.59
21.91
209.50
158.06
11.47
146.59
19.48
26.97
193.04
39.36
0.02
39.34
33.72
73.06
1.40
0.02
1.38
1.38
43.61
5.65
37.97
37.97
19.35
32.94
3.54
6.04
Total
1,537.58
597.57
120.41
287.24
977.95
3,520.75
544.37
715.69
117.93
108.31
980.32
2,466.62
119.40
366.06
353.85
10.73
85.54
935.58
Total
NET WORTH (A+B+C-D)
332.60
159.64
1.34
1,799.59
262.97
2,556.13
1,193.47
181.55
125.06
3.10
1,742.42
60.30
2,112.43
580.17
327.51
327.51
A. FIXED ASSETS:
Gross Block
Less: Depreciation
Net Block
Capital Work in Progress
Goodwill (on purchase)
Total
B. INVESTMENTS
C. CURRENT ASSETS, LOANS AND
ADVANCES
Sundry Debtors
Inventories and Projects in Progress
Cash and Bank Balances
Other Current Assets
Loans and Advances
D. LIABILITIES & PROVISIONS
Secured Loans
Unsecured Loans
Deferred Tax Liability
Current Liabilities
Provision for Tax
31.03.2004
31.03.2003
108.77
3.43
105.35
105.35
18.77
1.30
17.47
17.47
3.25
0.29
2.96
2.96
-
-
-
-
70.04
261.04
148.88
479.96
119.40
296.02
92.82
10.73
4.88
523.85
61.56
82.52
6.33
25.33
0.66
176.39
23.99
42.35
3.05
10.88
0.56
80.83
5.79
13.22
0.83
9.13
1.79
30.76
80.20
45.39
0.77
692.27
24.04
842.67
169.51
5.30
0.50
0.04
451.45
10.58
467.86
19.51
74.90
14.69
0.74
311.55
13.46
415.32
146.49
45.54
8.70
0.61
90.46
9.08
154.40
127.34
28.74
2.75
0.71
52.06
1.62
85.88
12.43
8.86
0.41
8.14
0.74
18.15
15.57
240.01
240.01
0.50
150.00
150.50
0.50
0.50
6.44
6.44
12.58
12.58
7.07
7.07
13.48
13.48
635.10
232.50
867.60
29.87
312.50
342.37
6.66
12.50
19.16
6.66
12.50
19.16
76.61
63.44
140.05
51.32
63.44
114.76
5.37
5.37
2.09
2.09
1.65
2.21
0.15
0.15
-
-
-
-
1,193.47
580.17
169.51
19.51
146.49
127.34
12.43
15.57
Represented By
E. SHARE CAPITAL
Equity Share Capital
Share Application Money
Total
F. RESERVES AND SURPLUS
Profit and Loss Account
General Reserve
Revaluation Reserve
G. MISCELLANEOUS EXPENSES
NET WORTH (E+F-G)
Triveni Infrastructure Development Company Limited
Page 4
STATEMENT OF PROFIT & LOSS ACCOUNTS (ON STANDALONE BASIS), AS RESTATED
We report that the Profits/(Loss) of the company for the financial year ended on March 31, 2007, 2006, 2005, 2004 and
2003 and period ended December 31, 2007 are as set out below. The Profit and Loss Account read with significant
accounting policies and notes annexed hereto have been arrived at after charging all expenses of manufacture, working and
management including depreciation and after making such adjustments and regroupings as are considered appropriate.
In Rupees Millions
PARTICULARS
For the Financial Year / Period ended on
Triveni (after Triveni (before
Triveni
purchase)
purchase)
Firm
31.03.2006
31.03.2006
31.03.2006
31.03.2005
31.12.2007
31.03.2007
Total
3,214.13
11.81
3,225.95
2,313.99
4.87
2,318.86
1,068.07
1,068.07
1,068.07
1,068.07
143.52
0.83
144.35
B. EXPENDITURE
Project Related Costs
Employee Costs
Administration, Selling and Other Expenses
Total
2,565.85
18.17
105.37
2,689.38
1,782.16
17.40
91.30
1,890.87
1,032.58
0.48
5.13
1,038.18
1,032.58
0.48
5.13
1,038.18
536.56
427.99
29.88
16.17
5.06
515.34
24.22
491.12
11.45
6.74
409.80
37.30
372.50
95.79
(1.76)
1.10
395.98
209.25
605.24
A. INCOME
Income from Operations
Other Income
Profits Before Depreciation, Interest & Tax
(A-B)
Depreciation
Amortization of Goodwill on purchase
Profits Before Interest & Tax
Interest & Financial Charges
Profits Before Tax
Less:
Current Year's Tax
Deferred Tax (Asset) / Liability
Fringe Benefit Tax
Profit After Tax before Extraordinary Items
Add: Extraordinary Income (Net of Tax)
Profit After Tax after Extraordinary Items
Less:
Provision for Dividend
Provision for Dividend Distribution Tax
Provision for Interest on Partner's Capital
Profits After Tax to be transferred
Balance brought forward from Previous Year
Less: Transfer to General Reserve
Add: Dividend & Tax written back
BALANCE CARRIED TO SUMMARY OF
ASSETS & LIABILITIES
31.03.2004
31.03.2003
157.04
0.90
157.94
38.50
0.89
39.39
25.27
0.70
25.97
85.97
2.72
14.79
103.48
91.65
1.71
4.11
97.47
28.58
0.85
1.24
30.67
19.24
0.94
0.82
21.00
29.88
40.87
60.47
8.71
4.98
0.02
29.86
0.08
29.78
0.02
29.86
0.08
29.78
2.22
38.65
8.39
30.27
2.13
58.35
4.51
53.84
1.01
7.70
2.67
5.03
0.29
4.69
0.89
3.79
46.54
2.32
1.00
322.64
322.64
9.99
0.04
0.03
19.73
19.73
9.99
0.04
0.03
19.73
19.73
4.34
0.12
0.25
25.55
25.55
7.66
(0.09)
46.27
46.27
1.03
0.30
3.70
3.70
0.81
0.41
2.58
2.58
605.24
29.87
-
322.64
6.66
300.00
0.57
0.50
0.07
19.16
12.50
-
0.50
0.07
19.16
12.50
-
0.27
25.29
51.32
-
0.31
45.96
5.37
-
0.43
3.28
2.09
-
0.49
2.09
-
635.10
29.87
6.66
6.66
76.61
51.32
5.37
2.09
Triveni Infrastructure Development Company Limited
Page 5
GENERAL INFORMATION
Incorporation
Our Company was incorporated as ‘Triveni Infrastructure Development Company Limited’ vide its certificate of
incorporation on February 3, 2006 under the Companies Act, 1956 and received the Certificate for Commencement of
Business on February 21, 2006.
Our Corporate Identity Number is U45201DL2006PLC145830.
Registered & Corporate Office of our Company
7th Floor, Eros Corporate Tower,
Nehru Place, New Delhi – 110019,
Tel: +91-11-42229999
Fax: +91-11- 42229900
Email: ipo@triveni.net
Website: www.triveni.net
Address of the Registrar of Companies
Our Company has been allotted Corporate Identity No. U45201DL2006PLC145830 and is registered with the Registrar of
Companies (ROC), NCT of Delhi and Haryana, New Delhi, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi- 110019,
Tel: +91-11- 26235704, Fax: +91-11-26235702.
Board of Directors of Our Company
Name of Director
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
Mr. Ramesh Chandra
Mr. Anil Kumar Chaddha
Mr. Manoj Kumar Gupta
Designation
Chairman and Whole Time Director
Managing Director & CEO
Director
Director
Director
Director
Nature of Directorship
Executive, Non Independent
Executive, Non Independent
Non –Executive
Independent Director
Independent Director
Independent Director
Brief Details of our Chairman, Managing Director and Executive Directors
For further details of our Chairman, Managing Director and other Directors, see the section titled "Our
Management" beginning on page [] of this Draft Red Herring Prospectus.
Compliance Officer
Mr. Pradeep Kumar Sahoo,
Company Secretary,
Triveni Infrastructure Development Company Ltd.
7th Floor, Eros Corporate Tower,
Nehru Place, New Delhi – 110019,
Tel: +91-11- 42229999,
Fax: +91-11- 42229900,
E-mail: ipo@triveni.net
Investors can contact the Compliance Officer or the Registrar, Bigshare Services Private Limited in case of
any Isue related problems such as non-receipt of the letters of allotment, credit for allotted Equity Shares in the
respective beneficiary account or refund orders etc.
Triveni Infrastructure Development Company Limited
Page 6
Bankers to our Company
Oriental Bank of Commerce
89, Hemkund Chamber,
Nehru Place,
New Delhi- 110 019.
Tel: +91 - 11 2629 6441
Fax no: +91- 11 2629 6442
Contact Person: Mr. Ashok Gupta
Email id: bm0217@obc.co.in
ABN Amro Bank Ltd.
Brady House, 14 Veer Nariman Road,
Horniman Circle, Fort,
Mumbai- 400 001
Tel: +91- 22 6658 5817
Fax no: +91- 22 2204 2673
Contact Person: Mr. Akhouri Malay
Email id: akhouri.malay@in.abnamro.com
Axis Bank Limited
E-64, Greater Kailash I,
New Delhi- 110 048
Tel: +91 - 11 29230450
Fax No: +91 - 11 4163 5253
Contact Person: Mr. Ankit Gandhi
Email id: ankit.gandhi@axisbank.com
ICICI Bank Ltd.
W -57, Greater Kailash –I
New Delhi-110 048
Tel: +91 -11 4163 0321
Fax: +91 -11 4163 0328
Contact Person: Mr. Gireesh Kundal
HDFC Bank Limited
BTI Ops Department
Maneckji wadia Bldg,
Ground Floor, Nanik Motwani Marg,
Fort , Mumbai- 400 001
Tel: +91 – 22 6657 3535
Fax: +91 – 22 2856 9256
Contact Person : Mr. Rakesh Watal
Email id : rakesh.watal@hdfcbank.com
Punjab National Bank.
Preet Vihar, Vikas Marg,
Delhi – 110 092
Tel: +91 -11 2241 1686
Fax: +91 -11 2253 0488
Contact Person: Mr. R K Chaujar
State Bank of Bikaner and Jaipur,
G-72, Connaught Circus, Delhi,
Tel No: +91 11 2371 9043
Fax No: +91 11 2371 9044
Contact Person: Mr. R. N. Upadhyaya
Email id: rnupadhyaya@sbbj.co.in
The Bank of Rajashtan Ltd.
17, Kanchar Marg,
DLF Phase-I, Gurgaon
Tel:+91- 124 3200118
Contact Person: Mr. R K Gupta
Email id: gurgaon@rajbank.com
Yes Bank Limited
D-12, South Extension, Part -2,
New Delhi- 110 049
Tel No: +91 – 11 460 29000
Fax No : +91 -11 2625 4000
Contact Person: Mr. Ahmad Rehan
Email id: ahmad.rehan@yesbank.in
Book Running Lead Manager
India Infoline Limited
15th Floor, P J Towers,
Dalal Street, Fort,
Mumbai - 400 001
SEBI Reg. No.: INM 000010940
Tel. +91 22 67491700;
Fax +91 22 2272 2419
Email: triveni.ipo@indiainfoline.com
Website: www.indiainfoline.com
Contact Person: Mr. Satish Ganiga / Mr. Kartik Shah
Legal Advisor to the Issue
JurisPrudent Consulting Partners
1st Floor, Paramount Tower,
Triveni Infrastructure Development Company Limited
Page 7
C - 17, Community Centre,
Janak Puri, New Delhi - 110 058
Tel.: +91 11 4158 8441
Fax: +91 11 2553 7779
Email: corporate@jurisprudentconsulting.in
Contact Person: Mr. Hom Dev Vivek Kumar
Registrar to the Issue
Bigshare Services Private Limited
E/2, Ansa Industrial Estate, Saki Vihar Road,
Saki Naka, Andheri (E),
Mumbai – 400 072
SEBI Reg. No.: INR000001385
Tel.: +91 22 2847 3747;
Fax: +91 22 2847 5207
E-mail: triveni.ipo@bigshareonline.com
Website: www.bigshareonline.com
Contact Person: Mr. N. V. K. Mohan
Statutory Auditors to the Company
M/s M. Mohan & Co.
Chartered Accountants
C-3, Amar Colony Market,
Lajpat Nagar-IV,
New Delhi – 110024
Tel: +91 11 26414634;
Fax: +91 11 41621881
Email: rajat@mmohanco.com
Contact Person: Mr. Rajat Mittal
Syndicate Members
[•]
Advisor to the Company
Atherstone Capital Markets Limited
121, 12th Floor, Maker Chamber IV,
Nariman Point, Mumbai - 400023
Tel: +91 22 66191755
Fax: +91 22 6615 2989
Contact Person: Mr. Rinav Manseta
For Valuation of Properties
Knight Frank India Private Limited
Udyog Bhavan, 1st Floor,
29, Walchand Hirachand Marg,
Ballard Estate,
Mumbai -400 001
Tel: +91 22 2267 0876
Fax: +91 22 2267 0899
Bankers to the Issue and Escrow Collection Bank(s)
[●]
Refund Banker to the Issue
[●]
Brokers to the Issue
All the members of the recognized stock exchanges would be eligible to act as the Brokers to the Issue.
Triveni Infrastructure Development Company Limited
Page 8
Monitoring Agency
There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines as the Issue size
is less than Rs. 5,000 million. The Audit Committee appointed by our Board of Directors will monitor the utilization
of the Issue proceeds.
Credit Rating
As this is an issue of Equity Shares there is no credit rating for this Issue.
IPO Grading
This Issue has been graded by [●] as [●] indicating [●], pursuant to the SEBI Guidelines. The rationale furnished by the
grading agency for its grading, will be available for inspection and will be provided to the Designated Stock Exchange and
updated at the time of filing of the Red Herring Prospectus with the RoC.
Trustees
As this is an issue of Equity Shares, the appointment of trustees is not required.
Project Appraisal
None of the proposed projects have been appraised by any agency and the Project Cost and Means of Finance are based
on estimates made by our Company.
Book Building Process
Book Building Process refers to the process of collection of Bids, on the basis of the Red Herring Prospectus within the
Price Band. The Issue Price is fixed after the Bid/ Issue Closing Date.
The principal parties involved in the Book Building Process are:
1. The Company;
2. Book Running Lead Managers;
3. Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and
eligible to act as underwriters. Syndicate Members are appointed by the BRLM;
4. Escrow Collection Banks; and
5. Registrar to the Issue.
In terms of Rule 19(2)(b) of the SCRR, as being an Issue for less than 25% of the Post-Issue Equity Share Capital, the Issue
is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be allocated on a
proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available for allocation on a proportionate
basis to the Mutual Funds only and the remainder of the QIB portion shall be available for allocation on a proportionate
basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least
60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, upto
30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders and upto 10% of the
Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being
received at or above the Issue Price.
The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
Our Company shall comply with guidelines issued by SEBI for this Issue. In this regard, our Company has appointed India
Infoline Limited, as the BRLM to manage the Issue and to procure subscription to the Issue.
Illustration of Book Building and Price Discovery Process (Investors may note that this illustration is solely for the
purpose of easy understanding and is not specific to the Present Issue)
Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40 to Rs. 48 per share, issue
size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown in the table below. A graphical
representation of the consolidated demand and price would be made available at the website of the BSE
Triveni Infrastructure Development Company Limited
Page 9
(www.bseindia.com) and NSE (www.nseindia.com). The illustrative table as shown below shows the demand for the shares
of the company at various prices and is collated from bids from various investors.
Number of equity shares bid for
500
700
1,000
400
500
200
2,800
800
1,200
Bid Price (Rs.)
48
47
46
45
44
43
42
41
40
Cumulative equity shares bid
500
1,200
2,200
2,600
3,100
3,300
6,100
6,900
8,100
Subscription
8.33%
20.00%
36.67%
43.33%
51.67%
55.00%
101.67%
115.00%
135.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the
desired quantum of shares is the price at which the book cuts off i.e. Rs. 42 in the above example. The issuer, in consultation
with the BRLM will finalize the issue price at or below such cut off price i.e. at or below Rs. 42. All bids at or above this
issue price and cut-off bids are valid bids and are considered for allocation in respective category.
Steps to be taken for bidding
1.
Check eligibility for making a Bid (see section titled "Issue Procedure- Who Can Bid” on page [●] of this
Draft Red Herring Prospectus).
2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form.
3.
Provide PAN card details on the Bid cum Application Form without this information the documents will be
considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not
provide the GIR number instead of the PAN as the Bid is liable to be rejected on this ground.
4. Ensure that the Bid cum Application Form is duly completed as per instructions given in the Red Herring
Prospectus and in the Bid cum Application Form; and
5. The Bidder should ensure the correctness of his or her Demographic Details (as defined in “Issue Procedure Bidder’s Depository Account Details and Bank Account Details” on page [●]) given in the Bid cum Application
Form vis-à-vis those with his or her Depository Participant so as to ensure receipt of allotment advice/refund
orders with correct details at his/her present address
For further details relating to the Issue procedure, please refer to “Issue Procedure” on page [●] of this Draft Red
Herring Prospectus.
Withdrawal of the Issue
Our Company, in consultation with the BRLM reserves the right not to proceed with the Issue at anytime after the
Bid/Issue Opening Date but before Allotment, without assigning any reason thereof.
Issue Programme
BID/ISSUE OPENS ON:
BID/ISSUE CLOSES ON:
[••], 2008
[••], 2008
Bids and any revision in Bids shall be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the
Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form except that on the
Bid/Issue Closing Date, Bids shall be accepted only between 10.00 a.m and 2.00 p.m (Indian Standard Time) and
uploaded till
(i) 3.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders and
(ii) 5.00 p.m which may be extended till such time as permitted by the NSE and the BSE, in case of Bids by Retail
Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are
advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 1.00 p.m (Indian
Standard Time) on the Bid/Issue Closing Date.
Triveni Infrastructure Development Company Limited
Page 10
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids
received by Retail Bidders after taking into account the total number of Bids received upto the closure of timings for
acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchange within half an
hour of such closure.
Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically
experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload,
such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on
working days, i.e., Monday to Friday (excluding any public holiday).
Investors please note that as per letter no. List/smd/sm/2006 dated July 03, 2006 and letter no. NSE/IPO/25101-6 dated July
06, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and
Holidays as declared by the exchanges.
Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines.
The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the
immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the
Price Band.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days
after revision of Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the
Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the NSE
and the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLM and at the
terminals of the Syndicate.
The Price Band will be decided by our Company in consultation with the BRLM.
Underwriting Agreement
After the determination of the Issue Price and allocation of our Equity Shares but prior to filing of the Prospectus with
RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be
issued through this Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLM shall be
responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting
obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter are subject to certain
conditions to closing, as specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with RoC)
Name and Address of the Underwriters
INDIA INFOLINE LIMITED
15th Floor, P J Towers,
Dalal Street, Fort,
Mumbai - 400 001
SEBI Reg. No.: INM 000010940
Tel.: +91 22 6749 1700
Fax:+91 22 2272 2419
Indicative Number of
Equity Shares to be
Underwritten
[•]
Amount Underwritten
(Rs. In million)
[•]
The above-mentioned amount is indicative and this would be finalized after determination of Issue Price and actual
allocation of the Equity Shares. The Underwriting Agreement is dated [•].
In the opinion of our Board of Directors (based on certificates given to them by the BRLM and the Syndicate
Member), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act
or registered as brokers with the Stock Exchanges. The above Underwriting Agreement has been accepted by the
Board of Directors acting through the Chairman or Managing Director of our Company and our Company has
issued letters of acceptance to the Underwriters.
Triveni Infrastructure Development Company Limited
Page 11
Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to
the Equity Shares allocated to investors procured by them. In the event of any default, the respective Underwriter in
addition to other obligations to be defined in the Underwriting Agreement, will also be required to procure/ subscribe to
the extent of the defaulted amount. In the opinion of the BRLM, the underwriters' assets are adequate to meet their
underwriting obligations. For details on allocation, please refer chapter titled “Other Regulatory and Statutory Disclosures”
beginning on page no. [•]of this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 12
CAPITAL STRUCTURE
Set forth below is our Equity Share Capital as at the date of filing of this Draft Red Herring Prospectus with SEBI:
Aggregate
Value at
Nominal Price
(Rs.)
Particulars
Authorised Share Capital
50,000,000 Equity Shares of Rs. 10/- each
500,000,000
Issued, Subscribed & Paid-up Share Capital before the Issue
32,749,166 Equity Shares of Rs 10/-each fully paid- up
327,491,660
Present issue in terms of this Draft Red Herring Prospectus
8,000,000* Equity Shares of Rs. 10/- each, at an issue price of [●]/- each for cash
80,000,000
Issued, Subscribed & Paid-up Share Capital after the Issue
40,749,166 Equity Shares of Rs 10/-each fully paid- up
Aggregate
Value at
Issue Price
(Rs.)
[●]
407,491,660
Share Premium Account
Share Premium Account before the Issue
Share Premium Account after the Issue#
Nil
[●]
*The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
Note: #The Share Premium Account shall be determined after the Book Building Process
The present Issue has been authorized by the Board of Directors in their meeting February 29, 2008 and by the
shareholders of our Company in the EGM held on March 26, 2008. We have applied to the RBI by application dated April
22, 2008 seeking clarification that FIIs may be permitted to participate in this Issue. We have sought a confirmation from
the DIPP vide our letter dated April 22, 2008 on FIIs being permitted to participate in the Issue under the portfolio scheme.
Notes to the Capital Structure:
(i)
Details of increase in Authorised Share Capital since incorporation:
Sr.
No
Date of Meeting
Nature of
increase/change
1.
2.
3.
February 3, 2006
January 16, 2007
January 21, 2008
Incorporation
Increase
Increase
(ii)
No. of Equity
Shares
Increased
Cumulative
Number of
Equity Shares
500,000
40,000,000
9,500,000
500,000
40,500,000
50,000,000
Face
Value
10
10
10
Cumulative
Authorized
Share Capital
(Rs.)
5,000,000
405,000,000
500,000,000
AGM/ EGM
EGM
EGM
Share Capital History of our Company:
Our Company has made allotments of Equity Shares from time to time. Our Company has not made any allotment of
preference shares. Our Company has not made any allotment of Equity Shares at a premium. The following is the equity
share capital history of our Company:
Triveni Infrastructure Development Company Limited
Page 13
Sr.
No.
Date of
Allotment
Number
of Equity
Shares
Allotted
Face
Value
Issue
Price
(Rs.)
Nature of
Allotment
Nature of
consideration
1
Februaury
03, 2006
50,000
10
10
Fresh
Cash
2
April, 01,
2006
450,000
10
10
Fresh
Cash
3
January
17, 2007
450,000
10
10
Fresh
Cash
4
February,
01, 2007
13,879,375
10
10
Fresh
Cash
5
March 26,
2007
9,170,625
10
10
Fresh
Cash
6
April 2,
2007
7,999,166
10
Nil
Bonus
In the ratio of
1:3 out of free
reserves
Reasons for
Allotment
Subscription to the
Memorandum of
Association
Mr. Sumit Mittal 15, 000
Mr. Madhur Mittal15, 000
Mrs. Rajkumari
Mittal - 7,500
H.C. Mittal (HUF)5,000
Mrs. Urvashi Mittal
- 2,500
Mrs. Puja Mittal
- 2,500
RMS Club &
Resorts Pvt. Ltd.
- 2,500
Further allotment to:
Mr. Sumit Mittal
- 182,000
Mr. Madhur Mittal
- 182,000
Mrs. Rajkumari
Mittal - 41,750
H.C. Mittal (HUF)
- 44,250
Further allotment to:
Mr. Sumit Mittal
- 182, 000
Mr. Madhur Mittal182, 000
Mrs. Rajkumari
Mittal- 41, 750
H.C. Mittal (HUF)44, 250
Further allotment
to:
Mr. Sumit Mittal- 5,
551, 750
Mr. Madhur Mittal5, 551, 750
Mrs. Rajkumari
Mittal- 1,387, 937
H.C. Mittal (HUF)1,387, 938
Further allotment to:
Mr. Sumit Mittal730, 000
Mr. Madhur Mittal730, 000
Mrs. Rajkumari
Mittal- 186, 250
H.C. Mittal (HUF)183, 750
Mrs. Urvashi Mittal4, 000, 000
Mrs. Puja Mittal3, 340,625
Further allotment to:
Mr. Sumit Mittal2, 880, 000
Mr. Madhur Mittal2, 880, 000
Mrs. Rajkumari
Mittal- 720, 000
H.C. Mittal (HUF)720, 000
Cumulative
number of
shares
allotted
Cumulative
paid up
share
capital
(Rs.)
Cumulative
share
premium
(Rs.)
50,000
500,000
Nil
500,000
5,000,000
Nil
950,000
9,500,000
Nil
14,829,375
148,293,750
Nil
24,000,000
240,000,000
Nil
31,999,166
319,991,660
Nil
Mrs. Urvashi Mittal-
Triveni Infrastructure Development Company Limited
Page 14
499, 166
7
April 30,
2007
750,000
10
10
Fresh
Mrs. Puja Mittal300,000
Further allotment to:
Mr. Sumit Mittal300, 000
Mr. Madhur Mittal300, 000
Mrs. Rajkumari
Mittal- 75, 000
H.C. Mittal (HUF)75, 000
Cash
32,749,166
327,491,660
Nil
Note: Our Company, on April 02, 2007, issued bonus shares to its eligible members as per the Companies Act,1956, in the
ratio of One Equity Share for every Three Equity Shares held by members and such new shares were fully paid and ranked
pari passu with the existing equity shares. A total of 7,999,166 equity shares were issued. Face value of each Equity Share
issued including the present allotment of bonus shares amounted to Rs.10. This bonus issue was authorized vide resolution
passed on April 02, 2007.
(iii)
a.
Promoters Contribution and Lock–In:
History and Share Capital Build-up of the Promoters:
Name of
the
Promoter
Mr. Sumit
Mittal
Date of
Allotment/
Transfer and
Made Fully
Paid-up
February 3, 2006
April 1, 2006
January 17, 2007
February 1, 2007
March 26, 2007
March 28, 2007
April 2, 2007
April 30, 2007
February 3, 2006
Mr. Madhur
Mittal
April 1, 2006
January 17, 2007
February 1, 2007
March 26, 2007
March 28, 2007
April 2, 2007
April 30, 2007
Nature of Transaction
Subscription to
Memorandum of
Association
Fresh Allotment
Fresh Allotment
Fresh Allotment
Fresh Allotment
Transfer*
Bonus #
Fresh Allotment
Total (A)
Subscription to
Memorandum of
Association
Fresh Allotment
Fresh Allotment
Fresh Allotment
Fresh Allotment
Transfer**
Bonus #
Fresh Allotment
Total (B)
Total (A+B)
No. of
Equity
Shares
Face
Value
(in Rs)
Issue/
Transfer
Price
(in Rs.)
15, 000
10
10
182, 000
182, 000
5, 551, 750
730, 000
1, 979, 250
2, 880, 000
300, 000
11, 820, 000
15, 000
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
182, 000
182, 000
5, 551, 750
730, 000
1, 979, 250
2, 880, 000
300, 000
11, 820, 000
23, 640, 000
% of
PreIssue
paid-up
capital
0.05
% of
PostIssue
paid-up
capital
0.04
0.56
0.56
16.95
2.23
6.04
8.79
0.92
36.09
0.05
0.45
0.45
13.62
1.79
4.86
7.07
0.74
29.01
0.04
0.56
0.56
16.95
2.23
6.04
8.79
0.92
36.09
72.18
0.45
0.45
13.62
1.79
4.86
7.07
0.74
29.01
58.02
* Mrs. Urvashi Mittal, on March 28, 2007, transferred 1,979,250 Equity Shares to Mr. Sumit Mittal, having a face value Rs.
10/- per equity share at par. This transfer was authorized vide a resolution passed on March 28, 2007.
** Mrs. Puja Mittal, on March 28, 2007, transferred 1,979,250 Equity Shares to Mr. Madhur Mittal, having a face value Rs.
10/- per equity share at par. This transfer was authorized vide a resolution passed on March 28, 2007.
# Our Company, on April 02, 2007 issued bonus shares to its members in the ratio of One Equity Share for every Three
Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares.
A total of 7,999,166 equity shares were issued which included 2,880,000 equity shares each for Mr. Sumit Mittal and Mr.
Madhur Mittal. Face value of each Equity Share issued including the present allotment of bonus shares amounted to Rs. 10.
This bonus issue was authorized vide a resolution passed on April 02, 2007.
Triveni Infrastructure Development Company Limited
Page 15
b.
Details of Promoters Contribution Locked in for 3 Years
Pursuant to the SEBI Guidelines, an aggregate of 20% of the Post-Issue Equity Share capital of our Company shall be
locked up by our Promoters for a period of three years from the date of allotment in this Issue. The details of the promoters'
Equity Shares locked-in for a period of three years are as follows:
Name of
the
Promoter
Mr. Sumit
Mittal
Mr.
Madhur
Mittal
Date of
Allotment/
Transfer
and Made
Fully Paidup
Feb 01,
2007
Feb 01,
2007
Nature of
Allottment
Consideration
Fresh
Allottment
Fresh
Allottment
Total (A+B)
No. of
Equity
Shares
Face
Value
(in
Rs)
Issue/
Transfer
Price
(in Rs.)
41,000,000
4,100,000
10
10
% of
PreIssue
Paidup
Capital
12.52
41,000,000
4,100,000
10
10
12.52
82,000,000
8,200,000
25.04
% of
PostIssue
Paidup
Capital
10.06
Lockin
Period
(Years)
10.06
3 years
20.12
3 years
3 years
Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and from persons
defined as promoters under the SEBI Guidelines. Our Promoter has given his written consent for inclusion of the aforesaid
Equity Shares as a part of Promoter’s contribution which is subject to lock-in for a period of 3 years from the date of
Allotment of Equity Shares in the proposed Issue. These above Equity Shares are eligible for computation of Promoter’s
contribution and lock-in in terms of Clause 4.6 of the SEBI Guidelines.
c.
Details of Shares locked-in for one year:
In terms of clause 4.14.1 of the SEBI Guidelines, in addition to the lock in of 20% of Post-Issue Equity Share Capital of our
Company held by the Promoters for three years, as specified above, the entire Pre-Issue issued Equity Share capital will be
locked in for a period of one (1) year from the date of allotment in this Issue.
a) 8,200,000 Equity Shares have been locked-in for a period of three years as promoters' contribution which have
been computed as 20.12% of the Post-Issue Equity Share Capital. The balance Pre-Issue Equity Share capital
other than that locked in as promoters' contribution i.e. 24,549,166 Equity Shares shall be locked in for a period
of 1 year from the date of allotment in the present Issue.
b) The Promoters have given their consent for lock in of shares as stated above. The lock-in shall start from the date
of allotment in the public Issue and the last date of the lock-in shall be reckoned from the date of allotment in the
Issue.
d.
In terms of Clause 4.15.1 of the SEBI Guidelines, the Equity Shares held by our Promoter can be pledged only with
banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided
that the pledge of shares is one of the terms of sanction of such loan. Further, the Equity Shares which have been
locked-in for a period of three years as minimum Promoter’s contribution can be pledged with banks or financial
institutions only if, in addition to fulfilling the aforesaid requirements, the loan (for which the Equity Shares are
pledged) is towards financing one or more objects of this Issue. However, as on date of the Draft Red Herring
Prospectus, none of the Equity Shares held by our Promoter have been pledged to any person, including banks and
financial institutions.
e.
In terms of clause 4.16.1 (b) of the SEBI Guidelines, locked in Equity Shares held by the Promoters may be
transferred to and amongst the Promoters/ Promoter group or to a new promoter or persons in control of the Company
subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 as
applicable
Further, in terms of clause 4.16.1 (a) of the SEBI Guidelines, locked in Equity Shares held by shareholders other than the
Promoters may be transferred to any other person holding shares which are locked-in as per Clause 4.14 of the SEBI
Guidelines, subject to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover)
Regulations, 1997 as applicable.
Triveni Infrastructure Development Company Limited
Page 16
Individual shareholding of persons who constitute Promoters Group:
Name of the
Promoter
Group
Individual/
Entity
Individuals
Date of
Allotment/
Transfer and
Made Fully
Paid-up
February 3, 2006
Mrs.
Rajkumari
Mittal
April 1, 2006
January 17, 2007
February 1, 2007
March 26, 2007
March 28, 2007
April 2, 2007
April 30, 2007
February 3, 2006
Mrs. Urvashi
Mittal
March 26, 2007
March 28, 2007
April 2, 2007
April 14, 2007
October 03, 2007
February 3, 2006
Mrs. Puja
Mittal
March 26, 2007
March 28, 2007
April 2, 2007
April 14, 2007
October 03, 2007
Nature of Transaction
Subscription to Memorandum
of Association
Fresh Allotment
Fresh Allotment
Fresh Allotment
Fresh Allotment
Transfer
Bonus
Fresh Allotment
Total (A)
Subscription to
Memorandum of Association
Fresh Allotment
Transfer
Bonus
Transfer
Transfer
Total (B)
Subscription to
Memorandum of Association
Fresh Allotment
Transfer
Bonus
Transfer
Transfer
Total (C)
No. of
Equity
Shares
Face
Value
(Rs.)
Issue/
Transfer
Price
(Rs.)
% of
Pre
Issue
Paid-up
Capital
% of
Post
Issue
Paid-up
Capital
7, 500
10
10
0.02
0.02
41, 750
41, 750
1, 387, 937
186, 250
494, 813
720, 000
75, 000
2, 955, 000
10
10
10
10
10
10
10
10
10
10
10
10
10
0.13
0.13
4.24
0.57
1.51
2.20
0.23
9.02
0.10
0.10
3.41
0.46
1.21
1.77
0.18
7.25
2, 500
10
10
0.01
0.01
4, 000, 000
10
10
10
10
10
10
10
15
10
12.21
9.82
-7.65
-6.15
1.52
1.22
-3.05
-2.45
-1.22
-0.98
1.83
1.47
2, 500
10
10
0.01
0.01
3, 340, 625
10
10
10
15
10
10.20
8.20
-7.46
-6.00
0.92
0.74
-3.05
-2.45
1.22
0.98
1.83
1.47
(2,505,000)
499, 166
(1, 000, 000)
(398, 333)
598, 333
(2, 443, 125)
10
300, 000
10
10
10
(1, 000, 000)
398, 333
598, 333
Entities
February 3, 2006
H. C. Mittal
(HUF)
RMS Club &
Resorts Pvt.
Ltd.
April 1, 2006
January 17, 2007
February 1, 2007
March 26, 2007
March 28, 2007
April 2, 2007
April 30, 2007
February 3, 2006
Subscription to Memorandum
of Association
Allotment
Allotment
Allotment
Allotment
Transfer
Bonus
Allotment
Total (D)
Subscription to Memorandum
of Association
Total (E)
Total (A+B+C+D+E)
Triveni Infrastructure Development Company Limited
5, 000
10
10
0.02
0.01
44, 250
44, 250
1, 387, 938
183, 750
494, 812
720, 000
75, 000
2, 955, 000
2, 500
10
10
10
10
10
10
10
10
10
10
10
10
10
10
10
0.14
0.14
4.24
0.56
1.51
2.20
0.23
9.02
0.01
0.11
0.11
3.41
0.45
1.21
1.77
0.18
7.25
0.01
2.44
21.71
1.96
17.45
2,500
7,109,166
Page 17
Our Shareholding Pattern:
Set forth below is the shareholding pattern of our Company before and after the proposed issue:
Name of Shareholder
Pre-Issue
Number of shares Percentage Holding
PROMOTER GROUP
Promoter
Mr. Sumit Mittal
Mr. Madhur Mittal
Total (A)
Other Promoter Group
Mrs. Rajkumari Mittal
Mrs. Urvashi Mittal
Mrs. Puja Mittal
H. C. Mittal (HUF)
RMS Club & Resorts Pvt. Ltd
Total (B)
Post-Issue
Number of shares Percentage Holding
11, 820, 000
11, 820, 000
23, 640, 000
36.09
36.09
72.18
11, 820, 000
11, 820, 000
23, 640, 000
29.01
29.01
58.02
2, 955, 000
598, 333
598, 333
2, 955, 000
2, 500
9.02
1.83
1.83
9.02
0.01
2, 955, 000
598, 333
598, 333
2, 955, 000
2,500
7.25
1.47
1.47
7.25
0.01
7, 109, 166
21.71
7, 109, 166
17.45
30, 749, 166
93.89
30, 749, 166
75.47
Mrs. Seema Rajesh Sharma
2, 000, 000
6.11
2, 000, 000
4.90
Total (C)
2, 000, 000
6.11
2, 000, 000
4.90
-
-
8,000,000
19.63
32, 749, 166
100.00
40,749,166
100.00
Total Promoter Group Holding: (A) + (B)
OTHERS
PUBLIC (D)
TOTAL (A+B+C+D)
*The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
(iv)
The top ten shareholders of our Company and their shareholding is as set forth below:
a) The top ten shareholders of our Company as on date of filing and ten days prior to the date of filing of the Draft
Red Herring Prospectus with SEBI*:
Sr.
Shareholder
No. of Equity
Percentage
No.
Shares
Holding
36.09
1)
Mr. Sumit Mittal
11, 820, 000
36.09
2)
Mr. Madhur Mittal
11, 820, 000
9.02
3)
Mrs. Rajkumari Mittal
2, 955, 000
9.02
4)
H. C. Mittal (HUF)
2, 955, 000
6.11
5)
Mrs. Seema Rajesh Sharma
2, 000, 000
1.83
6)
Mrs. Urvashi Mittal
598,333
1.83
7)
Mrs. Puja Mittal
598,333
0.01
8)
RMS Club & Resorts Pvt. Ltd
2, 500
32,
749,
166
Total
100.00
*Our Company had only 8 members on the aforesaid date
b) The top ten shareholders of our Company two years prior to filing of the Draft Red Herring Prospectus*:
Sr.
Name of the Shareholder
No. of Equity
Percentage
No.
Shares
Holding
1)
15, 000
30.00
Mr. Sumit Mittal
2)
15, 000
30.00
Mr. Madhur Mittal
3)
7, 500
15.00
Mrs. Rajkumari Mittal
4)
5, 000
10.00
H. C. Mittal (HUF)
5)
2, 500
5.00
Mrs. Urvashi Mittal
6)
2, 500
5.00
Mrs. Puja Mittal
7)
2, 500
5.00
RMS Club & Resorts Pvt. Ltd
Total
50, 000
100.00
*Our Company had only 7 members on the aforesaid date
Triveni Infrastructure Development Company Limited
Page 18
(v)
None of our Directors or Key Managerial Personnel hold Equity Shares in the Company, except as follows as on
date of filing of this Draft Red Herring Prospectus with SEBI :
Sr.
No.
1.
2.
3.
Name of the Shareholder
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
No. of Equity
Shares
11, 820, 000
11, 820, 000
2, 955, 000
Pre-Issue
Shareholding (%)
36.09
36.09
9.02
(vi)
Our Promoters, Directors and our Promoter Group have not purchased or sold any Equity Shares within the last six
months preceding the date of filing of this Draft Red Herring Prospectus with SEBI.
(vii)
Our Company, Directors, Promoter and BRLM have not entered into any buy-back, standby or similar
arrangements for purchase of Equity Shares of our Company from any person.
(viii)
Our Company, on April 2, 2007 issued bonus shares to its eligible members in the ratio of One Equity Share for
every Three Equity Shares held by members and such new shares were fully paid and ranked pari passu with the
existing equity shares. A total of 7,999,166 equity shares were issued. face value of each Equity Share issued
including the present allotment of bonus shares amounted to Rs. 10. This bonus issue was authorized vide
resolution passed on April 2, 2007.
(ix)
Our Company has not raised any bridge loan against the proceeds of this Issue.
(x)
In terms of Rule 19 (2) (b) of the SCRR, as this being an Issue for less than 25% of the Post-Issue Equity Share
Capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be
allocated on a proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available for
allocation on a proportionate basis to the Mutual Funds only and the remainder of the QIB portion shall be
available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire
application money will be refunded forthwith. Further, upto 30% of the Issue shall be available for allocation on a
proportionate basis to Retail Individual Bidders and upto 10% of the Issue shall be available for allocation on a
proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.
(xi)
In the Public Issue, in case of over subscription in all categories, at least 60% of the Issue to the Public shall be
allocated to QIBs on a proportionate basis. Out of 60% allocated to QIBs, 5% will be available for allocation on a
proportionate basis to Mutual Funds registered with SEBI. These Mutual Funds shall also be eligible to participate
in the balance available to QIBs. Further, upto 10% of the Issue to the Public shall be available for allocation to
non-institutional bidders and upto 30% of the Issue to the Public shall be available for allocation to retail bidders
on proportionate basis, subject to valid bids being received at or above the Issue Price. Under-subscription, if any,
in the Non-Institutional or Retail categories shall be allowed to be met with spillover from any other category
by our Company and the BRLM in accordance with applicable laws, rules, regulations and guidelines, subject to
valid bids being received at or above the Issue Price.
(xii)
The securities which are subject to lock-in shall carry the inscription ‘non-transferable’ and the non-transferability
details shall be informed to the depositories. The details of lock-in shall also be provided to the stock exchanges,
where the shares are to be listed, before the listing of the securities.
(xiii)
An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the nearest
integer during finalizing the allotment, subject to minimum allotment being equal to [●] Equity Shares, which is the
minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result of which, the postissue paid up capital after the Issue would also increase by the excess amount of allotment so made. In such an
event, the Equity Shares held by the Promoter and subject to lock- in shall be suitably increased; so as to ensure that
20% of the post Issue paid-up capital is locked in.
(xiv)
Our Company does not have any ESOS/ESPS scheme for our employees and we do not intend to allot any shares to
our employees under ESOS/ESPS scheme from the proposed Issue. As and when options are granted to our
employees under any ESPS, our Company shall comply with the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines 1999.
(xv)
An investor cannot make a Bid for more than the number of Equity Shares issued through the Issue, subject to the
maximum limit of investment prescribed under relevant laws applicable to each category of investor.
Triveni Infrastructure Development Company Limited
Page 19
(xvi)
There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. We shall comply
with such disclosure and accounting norms as may be specified by SEBI from time to time.
(xvii)
Our Company has not made any public issue since incorporation.
(xviii)
Our Company has not revalued its assets since incorporation.
(xix)
Our Promoters and members of the Promoter Group will not participate in this Issue.
(xx)
Our Company has not issued any Equity Shares out of revaluation reserves or for consideration other than cash
except for bonus issue made out of free reserves.
(xxi)
In respect of various agreements entered into by our Company and sanction letters issued by our bankers to us, we
are bound by certain restrictive covenants.
As per these restrictive covenants, during the currency of the Loan Agreements, we shall not, without Bank’s prior
permission in writing:
- Effect any change in the capital structure
- Formulate any scheme of amalgamation or reconstruction
- Undertake any new project, implement any scheme of expansion or acquire fixed assets except those indicated
in fund flow statement submitted to the bank from time to time and approved by the bank
- Invest by way of share capital in or lend or advance funds to or place deposits with any other concern
(including group companies), normal trade credit or security deposits in the normal course of business or
advances to employees, can, however be extended.
- Undertake any guarantee obligation on behalf of the any other company/firm (including group companies)
- Create any charge, lien or encumbrances over its undertaking or part thereof
- Sell, assign, mortgage or otherwise dispose off any of the fixed asset charged to the bank
- Permit transfer of any controlling interest or make any drastic change in the management set up
- enter into borrowing arrangement either on secured or unsecured basis or into any contractual obligation of a
long term nature or affecting the company financially to a significant extent
- Divert/utilize Bank’s funds to other sister/associate/group concerns or purpose other than those for which the
credit facilities have been sanctioned
- Effect/ permit withdrawals of deposits or withdrawals by family members, friends or directors during the
currency of the loan.
- Invest in the shares and debentures of other companies
- Undertake expansion/diversification/modernization/ without obtaining prior permission of the bank and
without tie-ups of funds. Similarly no investment shall be made in associate/allied/group companies without
prior Bank’s permission.
In addition to aforesaid points,
- No change shall be effected in promoter director or in the core management team nor any merger, acquisition,
amalgamation shall be done without express permission of the Bank in writing.
- The company shall keep the property/asset mortgaged/pledged to the Bank, insured during the currency of
loan.
- The Company will maintain the minimum asset coverage of 1.75 at all times during the currency of loan.
- The Company shall inform whenever there will be a change in the composition of the company/ key
managerial personnel of the company.
Pursuant to the above, we have obtained prior written approval from Oriental Bank of Commerce, Punjab National
Bank, State Bank of Bikaner & Jaipur, Central Bank of India, The Bank Of Rajasthan Limited and SICOM
Limited.
(xxii)
Subject to the Pre-IPO Placement and except as disclosed in this Draft Red Herring Prospectus, there would be no
further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other
manner during the period commencing from the date of filing the Draft Red Herring Prospectus with SEBI until the
Equity Shares issued/ proposed to be issued pursuant to this Issue have been listed.
(xxiii)
Subject to the Pre-IPO Placement and except as disclosed in this Draft Red Herring Prospectus, we presently do not
have any intention or proposal to alter our capital structure for a period of six months from the date of opening of
this Issue, by way of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether
preferential or otherwise, except that if we enter into acquisition(s) or joint venture(s), we may consider additional
Triveni Infrastructure Development Company Limited
Page 20
capital to fund such activities or to use Equity Shares as a currency for acquisition or participation in such joint
ventures.
(xxiv)
The average cost of acquisition per Equity Shares allotted to our Promoters is as follows:
Name of the Promoter
Mr. Sumit Mittal
Mr. Madhur Mittal
Average Cost of
Acquisition
7.56
7.56
(xxv)
Since the entire money in respect of the issue is being called on application, all the successful applicants will be
issued fully paid-up shares.
(xxvi)
As per the RBI regulations, OCBs are not permitted to participate in the Issue.
(xxvii) As on the date of filing of the Draft Red Herring Prospectus, there are no outstanding warrants, options or
debentures or other financial instruments issued by our Company, which would entitle our Promoter or
shareholders of our Company or any other person an option to receive Equity Shares of our Company. Further,
there are no loans which are convertible into Equity Shares of our Company
(xxviii) The locked in equity shares of promoters as a part of minimum promoters contribution are not pledged to any party.
The locked-in Equity Shares held by our Promoters can be pledged only with banks or financial institutions as
collateral security for loans granted by such banks or financial institutions, provided the pledge of shares is one of
the terms of sanction of such loan and such loan is towards financing one or more objects of the issue.
(xxix)
No payment, direct or indirect in the nature of discount, commission, allowance or otherwise shall be made either
by us or our promoters to the persons who receive allotments, if any, in this issue.
(xxx)
We have 8 members in our Company as on the date of filing this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 21
OBJECTS OF THE ISSUE
The Objects of the Issue are as follows:
1.
2.
3.
4.
5.
For part payment towards acquisition of land for some of our proposed residential and commercial projects.
To acquire land development rights, related statutory and approval costs for these proposed projects
To part finance the development and construction costs over the aforesaid acquired lands
To meet expenses of this Issue
For General Corporate Purposes
The main object, objects incidental or ancillary to the main object and other object clause of the Memorandum of
Association of our Company enables us to undertake the existing activities as well as the activities for which funds are being
raised through this Public Issue.
The objects of this Issue also include creating a public trading market for the Equity Shares of our Company by listing them
on recognized Stock Exchanges. Our Company believes that the listing of our Equity Shares will provide liquidity to our
existing shareholders and enhance our visibility and brand name.
Funds Requirement
Sr.
No.
1.
2.
3.
4.
5.
#
Particulars
Part payment towards acquisition of land for some of our proposed projects
Land development rights, related statutory and approval costs for these proposed projects
Part finance Development and Construction costs over these proposed projects
Expenses related to this Issue#
General Corporate Purposes#
Total
Amount
(Rs. in million)
615.90
446.83
850.00
[●]
[●]
[●]
will be incorporated at the time of filing of Prospectus
The net proceeds of the Issue after deducting all expenses related to the Issue are estimated to be Rs. [●].
The entire requirement of funds as set out above including expenses associated with the Issue will be met through the
proceeds of this Issue. In case of any variations in the actual utilization of funds earmarked for the above activities or
increased fund deployment for a particular activity, the shortfall, if any, may be met with by surplus funds, if any available
in the other areas and/or our Company’s internal accruals and/or the term loans/working capital loans that may be availed
from the banks/financial institutions. The balance proceeds of the Issue including any funds raised in addition to the total
above mentioned, if any, will be used for general corporate purposes.
The fund requirements and deployment are based on the current internal management estimates of our Company and our
current business plan and based on our previous real estate experience and have not been appraised by any bank or financial
institution or any other independent agency. These are based on current conditions and are subject to change in light of
changes in external circumstances or costs, or in other financial conditions, business or strategy, as discussed further below.
We operate in a highly competitive, dynamic market condition, and may have to revise our estimates from time to time on
account of new projects, modifications in existing planned developments and the initiatives which we may pursue. We may
also reallocate expenditure to newer projects or those with earlier completion dates in the case of delays in our existing
projects. Consequently, our fund requirements may also change accordingly. Any such change in our plans may require
rescheduling of our expenditure programs, starting projects which are not currently planned, discontinuing projects currently
planned and an increase or decrease in the expenditure for a particular project or land acquisition in relation to current plans,
at the discretion of the management of our Company.
Means of Finance
The above-mentioned fund requirement will be met entirely from net proceeds of this Issue. In case of shortfall, if any, we
may explore other sources of funds including internal accruals arising from our future operations and/or debt.
Sources of Finance
Proceeds of the Issue
Internal Accruals#
#
Amount
(Rs. in million)
[••]
[••]
will be incorporated at the time of filing of Prospectus
Triveni Infrastructure Development Company Limited
Page 22
Details of the Objects
We intend to expand the portfolio of projects we undertake thereby diversifying our revenue streams and enhancing the
value and position of our brand. We believe that such diversification will allow us to take advantage of new trends and
opportunities in the Indian market whilst simultaneously helping us to mitigate the risks of being concentrated in certain
segments of the real estate sector.
As part of our business strategy, we have been moving to newer locations which we believe diversifies our project portfolio
and offerings with potential upwards. In this process we have obtained access to land reserves including development rights
of approximately 49.868 acres for both of our proposed residential and commercial developments in Gurgaon, Haryana
through purchase / collaboration agreements. We have proposed 2 residential Group Housing projects over a land
admeasuring approximately 20.365 acres and 4 commercial projects, with 3 IT Parks and 1 Commercial Complex, over a
land admeasuring approximately 29.503 acres.
We have estimated the total costs of developing these projects which includes land acquisition cost, the costs related to
obtaining requisite approvals and such other statutory costs and the cost involved in developing and constructing these
projects.
The details of the same are given in the following table:
Nature of Project
Residential
Group Housing
Group Housing
Commercial
IT Park
IT Park
IT Park
Commercial Complex
Location
Ownership
Area
(in Acres)
Land
Acquisition
Costs
Approval Costs Development &
Construction
Costs
Amount
(in Rs. Millions)
Sector - 110
Sector - 113
100%
65%
10.215
10.150
386.03
10.00
156.20
155.22
909.82
904.04
1,452.05
1,069.26
Sector - 110A
Sector - 110A
Sector - 110A
Sector - 105
75%
75%
100%
62%
Total
9.400
7.300
7.743
5.060
49.868
8.44
6.56
292.71
25.00
728.74
104.43
81.09
86.03
230.98
813.95
2,424.87
1,883.15
1,997.41
811.03
8,930.32
2,537.74
1,970.80
2,376.15
1,067.01
10,473.01
The land acquisition costs are on the basis of the agreements entered into by us with the respective land owners and are
amounting to Rs.728.74 mn. The approval costs include costs for license fees, scrutiny fees, conversion charges, external
development charges and infrastructure charges which are based on the estimates obtained from ‘The Firm’, the architect
firm. This is estimated to cost Rs.813.95 mn for all of these projects. The development and construction costs are again
based on the estimates obtained from ‘The Firm’, which would normally be required for constructing these projects whether
residential or commercial with applicable allowable Floor Area Ratio (FAR) and open or service areas not covered in FAR.
On the basis of these estimated it translates to an amount of Rs.8,930.32 mn for all of these projects. The aggregate cost of
developing these projects, thus, translates to an amount of Rs.10,473.01 mn. The above cost estimates are based on the
prevailing applicable rate, cost and conditions which may vary in the future and, thus, it may result to a change in our
aggregate cost estimates.
Pursuant to our initial agreements / arrangements, we are in the process of land and other due diligence for each of these
aforementioned projects as a result of which the projects may vary accordingly. The status on each of these projects is
discussed below:
Residential Projects
1.
Group Housing Project – Sector-110, Gurgaon
We are planning for a Group Housing project in Sector-110 of Gurgaon, Haryana. This project is to be developed over
an area of approximately 10.22 acres of land. We have entered into an Agreement to purchase with the landowners to
the tune of the required land. We are in the process of applying for LoI for the usage of land for our planned Group
Housing project.
2.
Group Housing Project – Sector-113, Gurgaon
We are planning for a Group Housing project in Sector-113 of Gurgaon, Haryana. This project is to be developed over
an area of approximately 10.15 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this Group Housing Project. As per this collaboration, we have agreed
to share the built up area permitted over the land to the tune of 35% with the landowner. We are in the process of
applying for LoI for using it for the specified purpose.
Triveni Infrastructure Development Company Limited
Page 23
Commercial Projects
1.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 9.40 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this IT Park. As per this collaboration, we have agreed to share the built
up area permitted over the land to the tune of 25% with the landowner. We are in the process of applying for LoI for
using it for the specified purpose.
2.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 7.30 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this IT Park. As per this collaboration, we have agreed to share the built
up area permitted over the land to the tune of 25% with the landowner. We are in the process of applying for LoI for
using it for the specified purpose.
3.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 7.74 acres of land. We have entered into an Agreement to purchase with the landowner of the
requisite land through which we would develop this IT Park. We are in the process of applying for LoI for using it for
the specified purpose.
4.
Commercial Complex – Sector-105, Gurgaon
We are planning for a Commercial Complex in Sector-105 of Gurgaon, Haryana. This project is to be developed over an
area of approximately 5.06 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this Commercial Complex. As per this collaboration, we have agreed to
share the built up area permitted over the land to the tune of 38% with the landowner. We are in the process of applying
for LoI for using it for the specified purpose.
Of our total cost requirement of Rs.10,473.01 mn we would require an amount of Rs.1,912.73 mn to be met from the
proceeds of this Issue. The detailed break-up of the same is given below:
Project
Residential
Group Housing
Group Housing
Commercial
IT Park
IT Park
IT Park
Commercial Complex
Location
Ownership
Area
(in Acres)
Sector - 110
Sector - 113
100%
65%
10.215
10.150
350.29
-
87.04
86.49
135.80
134.94
573.13
221.43
Sector - 110A
Sector - 110A
Sector - 110A
Sector - 105
75%
75%
100%
62%
Total
9.400
7.300
7.743
5.060
49.868
265.61
615.90
58.73
45.60
48.38
120.60
446.83
191.12
148.42
157.43
82.28
850.00
249.84
194.02
471.42
202.89
1,912.73
Land
Acquisition
Costs
Approval Costs Development &
Construction
Costs
Amount
(in Rs. Millions)
We discuss the details of each of our objects for raising funds through this Issue herebelow:
1.
Part payment towards acquisition of land
In respect of our land acquisitions, we are required to pay an advance at the time of executing an agreement to purchase,
with the remaining purchase price due upon completion of the acquisition. We have already entered into agreements
with the land owners for the proposed land requirement of 49.686 acres. We have made payments to the tune of
Rs.112.84 mn against the same till the date of filing this Draft Red Herring Prospectus. The balance of Rs.615.90 mn is
to be paid for the acquisition of these lands which is proposed to be met from the proceeds of this Issue. If the above
outstanding land payments are paid prior to the receipt of the issue proceeds by short term loans, the issue proceeds
would be utilized to pay those loans.
2.
Land development rights, related statutory and approval costs
We have estimated an amount of Rs.813.95 mn towards our land development rights, related statutory and approval
costs relating to our proposed projects. These costs include costs for license fees, scrutiny fees, conversion charges,
external development charges and infrastructure charges. Out of these cost estimates the amount required to be met
through the proceeds of this issue include 50% of these costs which is to be paid upfront and for the underlying cash
Triveni Infrastructure Development Company Limited
Page 24
margins required for furnishing the Bank Guarantees. Bank Guarantees are to be furnished for the balance 25% of the
both external and internal development charges. The cash margins required for furnishing these Bank Guarantees would
be 25% of the total Bank Guarantee amount. Internal development charges are estimated to be Rs.124.67 mn which is
calculated by estimating the cost of Rs.2.5 mn for each acre of land to be developed.
The details of these costs are elaborated below:
Particulars
Amount
(in Rs. Millions)
Approval Costs
813.95
50% to be paid upfront (A)
406.97
External Development Charges
513.07
Internal Development Charges
124.67
Total Development Charges
637.74
Bank Guarantee Amount (for 25% of the total development charges)
159.44
Cash Margins @25% of the Bank Guarantee Amount (B)
39.86
Total Approval Costs to be met from Proceeds (A) + (B)
3.
446.83
Part financing Development and Construction Costs
We have estimated an amount of Rs 8,930.32 mn for all of our proposed projects in Gurgaon. We assume that each of
our projects would be developed over a period of 3 years and we further assume to require the total development costs
and construction costs for 1.5 month to incur before we launch our projects. Thus, out of our total development and
construction costs, we estimate to incur Rs.850.00 mn to be met through the proceeds of this Issue. The balance amount
of Rs.8080.32 mn is expected to be met from the advance to be received from customers and / or cash flow from
operations.
4.
Issue Expenses
The Issue related expenses include, among others, Issue management fees underwriting and selling commission,
distribution expenses, legal fees, printing and stationery costs, advertisement expenses, registrar and depository fees and
listing fees payable to the Stock Exchanges, etc.
The total estimated Issue expenses are approximately Rs. [●] million which is [●] % of the Issue size.
Sr.
No.
1
2
3
4
5
6
7
8
Description
Fees for the BRLM
Fees for the Registrar to the Issue
Regulatory fees
(including fee payable to SEBI, Stock Exchanges, etc.)
Fees payable to the Legal Advisors
Fees payable to the Auditors
Advertisement Expenses
(including fee payable to advertising agencies)
IPO Grading Expenses
Miscellaneous Expenses
Total
Estimated
expense*
(in Rs.
Million)
[●]
[●]
[●]
% of Total
Expenses*
% of Total
Issue Size*
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
[●]
*Will be incorporated on finalization of the Issue Price and prior to filing Prospectus with RoC.
Pursuant to Clause 2.5A of the SEBI (DIP) Guidelines our Company needs to obtain grading for this IPO from at least
one credit rating agency. In this regard we have appointed [●]. The total expenses for IPO Grading are estimated to be
Rs. [●] million, which is [●] % of the Issue size.
Triveni Infrastructure Development Company Limited
Page 25
5.
General Corporate Purposes
Our Company, in accordance with the policies set up by our Board, will have flexibility in applying the remaining net
proceeds of this Issue, for general corporate purposes, including but not limited to acquisition of lands / rights in lands
or development rights, construction of projects, expenditure of capital nature, strategic initiatives and acquisitions,
brand building exercises and the strengthening of our marketing capabilities, subject to compliance with the necessary
provisions of the Companies Act.
Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise
its business plan from time to time and consequently our funding requirements and deployment of funds may also
change. This may also include rescheduling the proposed utilization of net proceeds and increasing or decreasing
expenditure for a particular object vis -à-vis the utilization of net proceeds. In case of a shortfall in the net proceeds of
the Issue, our management may explore a range of options, including utilizing our internal accruals or seeking debt from
future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall.
Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked
for general corporate purposes.
At least 75% of the residual funds after utilizing issue proceeds have been tied up.
Estimated Schedule of Deployment of Funds
As estimated by our management, the entire proceeds received from this Issue would be utilized as per the following
deployment schedule:
Project
Residential
Group Housing
Group Housing
Commercial
IT Park
IT Park
IT Park
Commercial Complex
Location
Amount
(in Rs.
Millions)
Sector - 110
Sector - 113
Sector - 110A
Sector - 110A
Sector - 110A
Sector - 105
Total
Q-II (Jul-Sep) Q-III (Oct-Dec)
2008
2008
Land Acquisition Approval Costs
Costs
Q-IV (Jan-Mar)
2009
Development &
Construction
Costs
573.13
221.43
350.29
-
87.04
86.49
135.80
134.94
249.84
194.02
471.42
202.89
1,912.73
265.61
615.90
58.73
45.60
48.38
120.60
446.83
191.12
148.42
157.43
82.28
850.00
Funds Deployed
Our statutory auditors M/s M. Mohan & Co., Chartered Accountants have vide their certificate dated April 24, 2008 certified
that our Company have spent Rs.121.99 million till March 25, 2008 towards the object of the issue, the details of which are
as follows:
Particulars
Land Acquisition Costs
Residential
Group Housing
Group Housing
Commercial
IT Park
IT Park
IT Park
Commercial Complex
Location
Sector - 110
Sector - 113
Sector - 110A
Sector - 110A
Sector - 110A
Sector - 105
Total
Issue Related Expenses
Grand Total
Triveni Infrastructure Development Company Limited
Amount
(in Rs.
Millions)
35.74
10.00
8.44
6.56
27.10
25.00
112.84
9.15
121.99
Page 26
Sources for financing of Funds already deployed
All of the above costs and expenses already incurred till March 25, 2008 of Rs.121.99 million are financed through our
internal accruals.
Appraisal
The funds requirement and funding plans are our own estimates and have not been appraised by any Bank/ Financial
Institution.
Interim Use of the Issue Proceeds
Pending utilization of the Issue proceeds for the `Objects of the Issue’, we intend to temporarily invest the Issue proceeds in
high quality interest bearing liquid instruments including money market mutual funds, deposits with banks, for necessary
duration as permitted under the SEBI Guidelines or we may temporarily utilize the proceeds for reducing our outstanding
overdrafts. Such investments and other utilizations would be in accordance with investment policies approved by our Board
or any committee thereof duly empowered, from time to time.
Monitoring of Utilization of Issue Proceeds
There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI Guidelines as the Issue size is less than
Rs.5,000 million. The Audit Committee appointed by our Board of Directors will monitor the utilization of the Issue
proceeds.
We will disclose the utilization of the proceeds of the Issue including interim use under a separate head in our financial
statements clearly specifying the purpose for which such proceeds have been utilized or otherwise disclose as per the
disclosure requirements of the listing agreement with the Stock Exchanges.
Furthermore, pursuant to clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the Audit
Committee the uses and applications of the proceeds of the Issue. On an annual basis, the Company shall prepare a statement
of funds utilized for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit
Committee. Such disclosure shall be made only until such time that all the proceeds of the Issue have been utilized in full.
The statement shall be certified by the statutory auditors of the Company.
No part of the Issue proceeds will be paid by us as consideration to our Promoters, Directors, Key Management Personnel or
companies promoted by our Promoters, except in the course of normal business.
Triveni Infrastructure Development Company Limited
Page 27
BASIS FOR ISSUE PRICE
Investors should read the following summary along with the sections titled “Risk Factors” and “Financial Statements”
beginning on pages [●] and [●] of this Draft Red Herring Prospectus respectively. The trading price of the Equity Shares of
our Company could decline due to these risks and you may lose all or part of your investments.
Qualitative Factors
•
•
•
•
•
•
•
An established brand name and reputation for quality
In-House Development Capabilities and Project Execution Skills bringing end to end competencies
Quality projects and construction
Ability to identify emerging local markets and potential areas of development
Direct customer relationships
Simplified corporate structure and commitment to corporate governance
Organized and professionally managed company with experienced and dedicated management team.
For details on the qualitative factors which form the basis for computing the price, please see the section titled ”Our
Business” beginning on page [•]of this Draft Red Herring Prospectus.
Quantitative Factors
Information presented in this section is derived from the Company’s restated, financial statements prepared in accordance
with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows:
1.
Weighted Average Earning per Share (EPS)
Year
Diluted EPS
(Rs.)
694.05
1.31
2004-05
2005-06
2006-07
Weighted Average
Weight
1
2
81.05
156.64
Nine months period ended December 31, 2007 (not annualized)
3
18.53
Notes:
• The earning per share has been computed by dividing net profit as restated, attributable to equity shareholders by
weighted average number of equity shares outstanding during the year.
• The face value of each equity share is Rs. 10/2.
Price/Earning (P/E) Ratio in relation to Issue Price of Rs. [●] per share of Rs. 10 each
Particulars
Based on weighted average (EPS)
Based on EPS as on March 31, 2007
PE Multiple:
Highest
Lowest
Peer Group Average
At the lower
Band of Rs.
[•]
[•]
[•]
At the upper
Band of Rs.
[•]
[•]
[•]
97.4
2.2
29.6
(Source: Capital Market Vol. XXIII/05, dated May 05 to May 18; Industry: Construction)
3.
Average Return on Net Worth
Year
Weight
2004-05
2005-06
RONW
(%)
36.34
11.64
2006-07
55.61
3
Triveni Infrastructure Development Company Limited
1
2
Page 28
Weighted Average
37.74
Nine months period ended December 31, 2007 (not annualised)
50.71
Note: The RONW has been computed by dividing net profit before extraordinary items and after tax as restated by net worth
including share application money and excluding revaluation reserve at the end of the year/period.
4.
Minimum Return on Total Net Worth to maintain Pre-Issue EPS as on March 31, 2007 of Rs. [●] is [●]%
5.
Net Asset Value
NAV
(Rs.)
24.17
[•]
[•]
[•]
Particulars
As on March 31, 2007
After the Issue (based on Cap Price)
After the Issue (based on Floor Price)
Issue Price *
* Issue Price per Share will be determined on conclusion of book building process
Net Asset Value per Equity Share as at December 31, 2007 is Rs. 36.44.
Note: The NAV per share has been computed by dividing net worth including share application money and excluding revaluation
reserve at the end of the year/period by number of equity shares outstanding at the end of the year/period
6.
Comparison with Industry Peers
As our Company is currently a niche player in the real estate arena, we believe that there are no comparable listed
entities in terms of size and business model. However, being in the real estate sector, we believe our close competitors
although not in terms of size, but in terms of business are as follows:
Particulars
Triveni Infrastructure Development Company Ltd.*
At Floor Price of Rs. [●]
At Cap Price of Rs. [●]
Peer Group (for Year Ended March 31, 2007)
DLF Limited
Unitech Limited
Ansal Properties
Omaxe Limited
Face
Value of
Equity
Shares
(Rs.)
EPS
(Rs)
P/E**
RONW
(%)
10.00
10.00
81.05
81.05
[●]
[●]
55.61
61
55.61
2.00
2.00
5.00
10.00
2.27
12.03
22.96
7.95
310.59
27.51
7.93
30.87
62.54
141.97
24.80
47.04
NAV
(Rs.)
24.17
24.17
4.27
14.30
163.31
20.73
*based on Standalone Restated Financial Statements for the year ended March 31, 2007
**calculated on the respective closing price on BSE as on May 05, 2008; (Source: www.capitaline.com)
The face value of our Equity Shares is Rs.10/- per Equity Share and the Issue Price of Rs. [●]/- is [●] times of the face
value of our Equity Shares. The final price would be determined on the basis of the demand from the investors.
We have appointed Knight Frank India Private Limited to perform valuation in respect of our projects as of March 10, 2008
on “as is where is” basis. Their valuation summary report dated April 21, 2008, is annexed; please refer Annexure-I on page
[●] of this Draft Red Herring Prospectus.
The Issue Price will be decided by our Company in consultation with the BRLM on the basis of demand from the investors
for the Equity Shares through the Book Building Process. The face value of the Equity Shares is Rs. 10/- and the Issue Price
is [●] times the face value at the lower end of the Price Band and [●] times the face value at the higher end of the Price
Band.
The BRLM believe that the Issue Price of Rs. [●]/- per Equity Share is justified in view of the above qualitative and
quantitative parameters. The investors may also want to peruse the risk factors and our financials as set out in the
Auditors Report in the Draft Red Herring Prospectus to have a more informed view about the investment
proposition.
Triveni Infrastructure Development Company Limited
Page 29
STATEMENT OF TAX BENEFITS
To,
The Board of Directors
Triveni Infrastructure Development Co. Ltd.
Dear Sirs,
Sub: Statement of Tax Benefits
We hereby report that the enclosed annexure states the possible tax benefits available to Triveni Infrastructure Development
Co. Ltd. (the “Company”) and its shareholders under the current tax laws presently in force in India. Several of these
benefits are dependant 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 business imperatives the company faces in the future, the company may or may
not choose to fulfill.
The benefits discussed in the enclosed annexure are disclosed under two categories as special tax benefits and general tax
benefits and are not exhaustive. This statement is only intended to provide general information and to guide the investors
and is neither designed nor intended to be construed as Professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult their own tax consultant with respect to the
specific tax implications arising out of their participation in the issue.
We do not express any opinion or provide any assurance whether:
•
•
•
The Company or its shareholders will continue to obtain these benefits in future; or
The conditions prescribed for availing the benefits have been or would be met with.
The revenue authorities/courts will concur with the views expressed herein.
The contents of this annexure are based on information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based
on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to Triveni Infrastructure Development
Co. Ltd., for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. While all
reasonable care has been taken in the preparation of this opinion, we accept no responsibility for any errors and omissions
therein or for any loss sustained by any person who relies on it.
This report is intended solely for information and for the inclusion in the Offer Document in connection with the proposed
IPO of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.
For M. Mohan & Co.
Chartered Accountants
Sd/(M. M. Agrawal)
Proprietor
Membership No. 82099
Place: New Delhi
Date: 05.03.2008
Triveni Infrastructure Development Company Limited
Page 30
ANNEXURE
STATEMENT OF TAX BENEFITS TO THE COMPANY AND TO ITS SHAREHOLDERS
To,
The Board of Directors
Triveni Infrastructure Development Co. Ltd.
Dear Sirs,
As per the existing provisions of the Income Tax Act, 1961 (the IT Act) and other laws as applicable for the time being in
force, the following tax benefits and deductions are and will, inter-alia be available to Triveni Infrastructure Development
Company Limited (“The Company”) and its shareholders : TAX BENEFITS AVAILABLE UNDER THE INCOME TAX ACT, 1961 (‘the IT Act’)
I.
Benefits available to the Company
a)
General Tax Benefits
1.
In accordance with and subject to the conditions specified under Section 80-IB (10) of the IT Act, the Company is
eligible for hundred per cent deduction of the profits derived from development and building of housing projects
approved before 31st March, 2007 by a local authority.
2.
As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115-O (i.e.
dividends declared, distributed or paid on or after 1 April, 2003) received from domestic company is exempt from
income tax.
3.
As per the provisions of Section 24(a) of the IT Act, Company is eligible for deduction of thirty per cent of the annual
value of the property (i.e. actual rent received or receivable on the property or any part of the property which is let out)
while computing income from House Property.
4.
Under Section 80-IB of the IT Act, 100 per cent of profits is deductible for 5 years commencing from the initial
assessment year in case of an undertaking engaged in the hotel business (2,3,4 star category) located in specified areas
and which is constructed and started or starts functioning between April 1, 2007 and March 31, 2010 or is engaged in
business of building, owning and operating a convention centre which is constructed between April 1, 2007 to March
31, 2010.
5.
As per the provisions of Section 24(b), where the property has been acquired, constructed repaired, renewed or
reconstructed with borrowed capital, the amount of interest payable on such capital shall be allowed as a deduction in
computing Income from house property. In respect of property acquired or constructed with borrowed capital, the
amount of interest payable for the period prior to the year in which the property has been acquired or constructed shall
be allowed as deduction in computing the income from house property in five equal installments beginning with the
year of acquisition or construction.
b)
Special Tax Benefits
1.
As per the provisions of Section 80-IAB of the IT Act, the Company may be eligible for deduction of hundred percent
of profits derived from business of developing a Special Economic Zone (notified on or after the 1st day of April, 2005
under the Special Economic Zones Act, 2005) for ten consecutive assessment years. The deduction can be claimed for
any ten consecutive assessment years out of fifteen years beginning from the year in which the Special Economic Zone
has been notified by the Central Government.
2.
Under Section 115 JAA (2A) of the I.T. Act, tax credit shall be allowed in respect of any tax paid under Section 115JB
of the IT Act (MAT) for any Assessment Year commencing on or after 1st April, 2006. Credit eligible for carry forward
is the difference between MAT paid and the tax computed as per the normal provisions of the Act. Such MAT credit
shall not be available for set off beyond 7 years immediately succeeding the year in which the MAT credit initially
arose.
Triveni Infrastructure Development Company Limited
Page 31
II. Benefits available to Resident Shareholders
a)
General Tax Benefits
1.
As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115-O (i.e.
dividends declared, distributed or paid on or after 1 April, 2003) received from a domestic company is exempt from
income tax in the hands of shareholders.
2.
As per the provisions of Section 10(38) of the IT Act, long term capital gains arising on sale of equity shares in the
Company would be exempt from tax where the sale transaction has been entered into on a recognized stock exchange of
India and is liable to securities transaction tax.
3.
Section 48 of the IT Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of
acquisition / improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital
asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long term capital gains
(if shares are held for a period exceeding 12 months) from transfer of shares of Indian Company, it permits substitution
of cost of acquisition / improvement with the indexed cost of acquisition / improvement, which adjusts the cost of
acquisition/ improvement by a cost inflation index, as prescribed from time to time.
4.
As per the provisions of Section 112 of the IT Act, long term capital gains (which are not exempt under Section 10(38)
of the IT Act) arising on transfer of shares in the Company would be subject to tax at a rate of 20 per cent (plus
applicable surcharge and education cess) after indexation. However, if the tax on long term capital gains resulting on
transfer of listed securities calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains
computed at the rate of 10 per cent without indexation benefit, then such capital gains are chargeable to tax at a rate of
10 per cent (plus applicable surcharge and education cess), at the option of the shareholder.
5.
As per the provisions of Section 111A of the IT Act, short-term capital gains arising from sale of an equity share in the
Company would be taxable at a rate of 10 per cent (plus applicable surcharge and education cess) where such
transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax.
6.
As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long term capital gains (which are not exempt under Section 10(38) of the IT Act) would be exempt from tax to the
extent such capital gains are invested in long term specified assets within 6 months from the date of such transfer in the
bonds issued by:
a.
National Highway Authority of India constituted under Section 3 of The National Highway Authority of India Act,
1988;
b.
Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956;
If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long
term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred
or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable
to tax during the year such transfer or conversion into money takes place.
Investments in such specified assets to avail exemption under Section 54EC, on or after 1-4-2007 will not exceed Rs. 50
Lacs in a financial year.
The cost of the long term specified assets, which has been considered under this Section for calculating capital gain,
shall not be allowed as a deduction from the Income under Section 80C for any assessment year beginning on or after 1
April, 2006.
7.
As per the provisions of Section 54F of the IT Act and subject to the conditions specified therein, long term capital
gains which are not exempt from tax under Section 10(38) of the IT Act arising to an individual or a Hindu Undivided
Family (‘HUF’) on transfer of shares of the Company will be exempt from capital gains tax, if the sale proceeds from
transfer of such shares are used for purchase of residential house property within a period of 1 year before or 2 years
after the date on which the transfer took place or for construction of residential house property within a period of 3 years
after the date of such transfer.
8.
As per provisions of Section 88E of the IT Act and subject to conditions specified therein where the total income of a
person includes income chargeable under the head “Profits and gains of business or profession” arising from purchase
or sale of an equity share in a company entered into in a recognized stock exchange, i.e. from taxable securities
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transactions, he shall get deduction equal to the securities transaction tax paid by him in the course of his business. Such
deduction is to be allowed from the amount of income tax in respect of such transactions calculated by applying average
rate of income tax on such income.
III. Benefits available to Mutual Funds
a)
General Tax Benefits
1.
As per the provisions of Section 10(23D) of the IT Act, Mutual Funds registered under the Securities and Exchange
Board of India or Mutual Funds set up by Public Sector Banks or Public Financial Institutions or authorized by the
Reserve Bank of India and subject to the conditions specified therein, would be eligible for exemption from income tax
on their income.
IV. Benefits available to Foreign Institutional Investors (‘FIIs’)
a)
General Tax Benefits
1.
As per the provisions of Section 10(34) of the IT Act, dividend income (referred to in Section 115-O of the IT Act)
would be exempt from tax in the hands of the shareholders of the Company.
2.
As per the provisions of Section 10(38) of the IT Act, long term capital gains arising on transfer of equity shares in the
Company would be exempt from tax where the sale transaction has been entered into on a recognized stock exchange of
India and is liable to securities transaction tax.
3.
As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long term capital gains which are not exempt under Section 10(38) of the IT Act would be exempt from tax to the extent
such capital gains are invested in long term specified assets within 6 months from the date of such transfer in the bonds
issued by:
a.
National Highway Authority of India constituted under Section 3 of The National Highway Authority of India Act,
1988;
b.
Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956;
If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long
term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred
or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable
to tax during the year of such transfer or conversion into money takes place.
Investments in such specified assets to avail exemption under Section 54EC, on or after 1-4-2007 will not exceed Rs. 50
Lacs in a financial year.
4.
As per the provisions of Section 111A of the IT Act, short-term capital gains arising from transfer of equity share in the
Company would be taxable at a concessional rate of 10 per cent (plus applicable surcharge and education cess) where
such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax.
5.
As per the provisions of Section 115AD of the IT Act, income of FIIs arising from securities (other than income by way
of dividends referred to in Section 115O of the IT Act) would be taxed at concessional rates, as follows:
Nature of income
Income in respect of securities
Long term capital gains
Short term capital gains
(Other than short term capital gain referred to in Section 111A)
Rate of tax (%)
20
10
30
The above tax rates would be increased by the applicable surcharge and education cess. The benefits of indexation and
foreign currency fluctuation protection as provided under Section 48 of the IT Act are not available to an FII.
Under Section 115AD (1)(ii) of the IT Act, short term capital gains on transfer of securities shall be chargeable @ 30%
and 10% (where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities
transaction tax). The above rates are to be increased by applicable surcharge and education cess.
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Under Section 115AD(1)(iii) of the IT Act, income by way of long term capital gain arising from the transfer of shares
(in cases not covered under Section 10(38) of the Act) held in the company will be taxable @10% (plus applicable
surcharge and education cess).
6.
As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between India and the
country of residence of the FII would prevail over the provisions of the IT Act to the extent they are more beneficial to
the FII.
7.
As per provisions of Section 88E of the IT Act and subject to conditions specified therein, where the total income of a
person includes income chargeable under the head “Profits and gains of business or profession” arising from purchase
or sale of an equity share in a company entered into in a recognized stock exchange, i.e. from taxable securities
transactions, he shall get deduction equal to the securities transaction tax paid by him in the course of his business. Such
deduction is to be allowed from the amount of income tax in respect of such transactions calculated by applying average
rate of income tax on such income.
V. Benefits available to Venture Capital Companies/ Funds
a)
General Tax Benefits
1.
As per the provisions of Section 10(23FB) of the IT Act, any income of Venture Capital companies/ funds (set up to
raise funds for investment in venture capital undertaking registered and notified in this behalf) registered with the
Securities and Exchange Board of India would be exempt from income tax, subject to conditions specified therein.
Income of such Venture Capital companies/funds would be exempt only for investments in companies which are
engaged in specified businesses. Amongst the specified businesses, the following may be relevant in the context of the
Company:
(a) business of building and operation composite hotel-cum-convention centre with seating capacity of more than 3000
and
(b) business of developing or operating and maintaining or developing, operating and maintaining any infrastructure
facility namely:
•
Road including toll road, a bridge or a rail system;
•
Highway project including housing or other activities being an integral part of the highway project;
•
Water supply project, water treatment system, irrigation project, sanitation and sewerage system or solid waste
management system;
•
A port, airport, inland waterway or inland port.
Moreover, in light of the provisions of Section 115U of the IT Act, any income derived by a person from his investment
in venture capital companies/ funds would be taxable in the hands of the person making an investment in the same
manner as if it were the income received by such person had the investments been made directly in the venture capital
undertaking.
VI. Benefits available to Non-Residents/ Non-Resident Indian shareholders (other than Mutual Funds, FIIs and
Foreign Venture Capital Investors)
a)
General Tax Benefits
1.
As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115-O (i.e.
dividends declared, distributed or paid on or after 1 April, 2003) received on the shares of any company is exempted
from the tax.
2.
As per the provisions of Section 10(38) of the IT Act, long-term capital gains arising on transfer of equity shares in the
Company would be exempt from tax provided the transaction of sale has been entered through a recognized stock
exchange and such transaction is chargeable to securities transaction tax.
3.
In terms of first proviso to Section 48 of the IT Act, in case of a non-resident, while computing the capital gains arising
from transfer of shares in or debentures of the Company acquired in convertible foreign exchange (as per exchange
control regulations) protection is provided from fluctuations in the value of rupee in terms of foreign currency in which
the original investment was made. Cost indexation benefits will not be available in such a case.
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4.
As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein,
long term capital gains (which are not exempt under Section 10(38) of the IT Act) would be exempt from tax to the
extent such capital gains are invested in long term specified assets within 6 months from the date of such transfer in the
bonds issued by:
a.
National Highway Authority of India constituted under Section 3 of The National Highway Authority of India Act,
1988;
b.
Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956;
If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long
term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred
or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable
to tax during the year such transfer or conversion into money takes place.
Investments in such specified assets to avail exemption under Section 54EC, on or after 1-4-2007 will not exceed Rs. 50
lacs in a financial year.
5.
As per the provisions of Section 54F of the IT Act and subject to the conditions specified therein, long term capital
gains (which are not exempt under Section 10(38) of the IT Act) arising to an individual or a Hindu Undivided Family
(‘HUF’) on transfer of shares of the Company will be exempt from capital gains tax if, the sale proceeds from such
shares are used for purchase of residential house property within a period of 1 year before or 2 years after the date on
which the transfer took place or for construction of residential house property within a period of 3 years after the date of
such transfer.
6.
Under Section 111A of the IT Act, short-term capital gains arising from sale of an equity share in the Company would
be taxable at a concessional rate of 10 per cent (plus applicable surcharge and education cess) where such transaction of
sale is entered on a recognized stock exchange in India and is liable to securities transaction tax.
7.
As per the provisions of Section 112 of the IT Act, long term gains as computed above (which are not exempt under
Section 10(38) of the IT Act) would be subject to tax at a rate of 20 per cent (plus applicable surcharge and education
cess). However, as per the proviso to Section 112(1), if the tax on long term capital gains resulting on transfer of listed
securities or units, calculated at the rate of 20 percent with indexation benefit exceeds the tax on long term gains
computed at the rate of 10 per cent without indexation benefit, then such gains are chargeable to tax at a concessional
rate of 10 percent (plus applicable surcharge and education cess).
8.
As per provisions of Section 88E of the IT Act and subject to conditions specified therein, where the total income of a
person includes income chargeable under the head “Profits and gains of business or profession” arising from purchase
or sale of an equity share in a company entered into in a recognized stock exchange, i.e. from taxable securities
transactions, he shall get deduction equal to the securities transaction tax paid by him in the course of his business. Such
deduction is to be allowed from the amount of income tax in respect of such transactions calculated by applying average
rate of income tax on such income.
9.
As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between India and the
country of residence of the Non-Resident/ Non-Resident Indian would prevail over the provisions of the IT Act to the
extent they are more beneficial to the Non- Resident/ Non-Resident Indian.
10. Where shares of the Company have been subscribed in convertible foreign exchange, Non- Resident Indians (i.e. an
individual being a citizen of India or person of Indian origin who is not a resident) have the option of being governed by
the provisions of Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits:
•
Under Section 115E of the IT Act, where the total income of a non-resident Indian includes any income from
investment or income from capital gains of an asset other than a specified asset, such income shall be taxed at a
concessional rate of 20 per cent (plus applicable surcharge and education cess). Also, where shares in the company
are subscribed for in convertible foreign exchange by a Non-Resident Indian, long term capital gains arising to the
non-resident Indian shall be taxed at a concessional rate of 10 per cent (plus applicable surcharge and education
cess). The benefit of indexation of cost and the protection against risk of foreign exchange fluctuation would not be
available.
•
Under Section 115F of the IT Act, long-term capital gains arising to a Non-Resident Indian from transfer of shares
of the Company, subscribed in convertible foreign exchange, shall be exempt from income tax, if the entire net
consideration is reinvested in specified assets/ saving certificates within 6 months of the date of transfer. Where
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only a part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so
exempted shall be chargeable to tax subsequently, if the specified assets/ saving certificates are transferred or
converted within 3 years from the date of their acquisition.
•
Under Section 115G of the IT Act, it shall not be necessary for a Non-Resident Indian to furnish his return of
income if his only source of income is investment income or long term capital gains or both, arising out of assets
acquired, purchased or subscribed in convertible foreign exchange and tax has been deducted at source from such
income as per the provisions of Chapter XVII-B of the IT Act.
•
Under Section 115I of the IT Act, a Non-Resident Indian may elect not to be governed by the foregoing provisions
for any assessment year by furnishing his return of income for that assessment year under Section 139 of the IT
Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and
accordingly his total income for that assessment year will be computed in accordance with the other provisions of
the IT Act.
VII. Benefits available under The Wealth Tax Act, 1957
a)
General Tax Benefits
1.
Asset as defined under Section 2(ea) of the Wealth Tax Act, 1957 does not include shares in companies and hence,
shares of the Company held by the shareholders would not be liable to wealth tax.
VIII. Benefits available under The Gift-Tax Act
a)
General Tax Benefits
1.
Gift tax is not livable in respect of any gifts made on or after 1st October, 1998. Therefore, any gift of shares of the
Company will not attract Gift tax.
Note:
•
The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and
is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of
equity shares.
•
The above Statement of Possible Direct Tax Benefits sets out the possible tax benefits available to 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 tax laws.
•
This statement is only intended to provide general information to the investors and 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, 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.
•
In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to
any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in
which the non-resident has fiscal domicile.
•
The statement of possible tax benefits enumerated above is as per the Income Tax Act, 1961 as amended by the
Finance Act, 2007.
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SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information in this section is derived from various government publications and other public sources. Neither we nor
any other person connected with this Issue has verified this information. Industry sources and publications generally state
that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy,
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly,
investment decisions should not be based on such information.
The Indian Economy
In recent years, India has experienced rapid economic growth. India’s Real GDP grew at 7.5%, 9.0% and 9.4% in Fiscal
2005, 2006 and 2007, respectively (source: RBI website). This translates into an average growth of 8.6% in GDP over a 3–
year period. Further, the Reserve Bank of India has projected an 8.5% GDP growth for the Fiscal 2008 (source: RBI
website).
According to the International Comparison Program (ICP) findings, India is the fifth largest economy in terms of GDP with
over 4 percent of the world total (source: World Bank website). In terms of purchasing power parity, India is now the
world’s fourth largest economy (source: India Country Overview 2007 – World Bank website). Also, India is the second
fastest growing economy, well poised to become the third largest economy in the world by 2050 (source: PwC).
According to CIA fact book, India’s population is estimated to be 1.129 billion (July 2007 estimate) with 63.1% people in
the age group of 15-64 years (source: CIA website). This not only translates into a huge consumer base but also into more
working hands. With a literacy rate of 61% (source: CIA website) a huge portion of the population base can do value added
work which not only leads to better incomes but also higher aspirations.
The Indian economy’s impressive performance has been mainly on account of the rise of the services sector (12.8% annual
growth in the past five years). The services sector now contributes 60% to the GDP and is still showing unrelenting growth.
Robust growth in Indian GDP and services sector
Source: MOSPI
Economic Liberalization & Reforms
Since 1991, successive Indian Governments have pushed through comprehensive reforms across the policy spectrum in the
areas of fiscal and industrial policy, trade and finance. Some of the key reform measures are:
•
Industrial Policy Reforms: Removal of capacity licensing and opening up most sectors to FDI
•
Trade Policy Reforms: Lowering of import tariffs across industries, minimal restrictions on imports, etc
•
Monetary Policy and Financial Sector Reforms: Lowering interest rates, relaxation of restriction on fund
movements, private participation in insurance sector.
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Increasing Participation from Foreign Investors
Foreign Direct Investment (“FDI”) has been recognized as one of the important drivers of economic growth in the country.
The Indian Government has taken a number of steps to encourage and facilitate FDI investment and FDI is allowed in many
key sectors of the economy, such as manufacturing, services and infrastructure. For many sub-sectors, 100% FDI is allowed
on an automatic basis i.e. without prior approval from the Government of India (“GOI”). FDI and Foreign Institutional
Investor (FII) inflows have increased significantly over the recent past with total inflows increasing to USD 23.4 billion in
FY06 from USD 8.3 billion in FY01 (Source: Centre for Monitoring Indian Economy).
Overview of Real Estate Sector in India
Technically the term ‘real estate’ is defined as land, including the air above it and the ground below it, and any buildings or
structures on it. The real estate sector plays an important role in the overall development of the country. Real estate sector
encompass activities like purchase, sale and development of land in the housing and construction sector. It covers residential
housing, commercial offices, trading spaces such as theatres, hotels and restaurants, retail outlets, malls, industrial buildings
such as factories and government buildings. The main stakeholders in the real estate market are the landlords, developers,
builders, real estate agents, tenants and buyers.
The size of the Indian real estate sector is estimated to be over US$12 billion (Source: Federation of Indian Chambers of
Commerce and Industry). The contribution of the housing sector to India's GDP is a meagre 1% against 3-6% of developing
countries. If the economy grows at the rate of 10%, the housing sector has the capacity to grow at 14% and generate 3.2
million new jobs over the next 10 years. (Source: Integrated Databases India Limited).
High growth in the economy, growing contribution of the services sector, changing demographic profile (increasing
proportion of young and working population, increasing disposable incomes and urbanisation), rising demand from the
diversified or across broad spectrum of sector and favorable government policies are expected to drive the demand for real
estate in India.
Favorable Socio-Economic Factors
Increasing population with growth in working population
As the population grows, so does the need for housing units. In fact, there has been a shortage of housing units in India for
decades. This has resulted in pent up demand. This is becoming more visible as other factors, such as easy credit with low
effective interest rates combined with increasing income, improve affordability, thereby facilitating housing purchases. The
fact that there will be an increase in the working population should lead to further demand for housing units from this
section of the population.
Source: NCAER
Rising income levels and increased affordability
The income level of average Indian citizen has improved considerably over the past few years. Per capita income has
increased about 30% over the past four years. This, along with easier finance availability and tax breaks, has increased
affordability of housing units. The average residential property that was almost 11 times higher than the average annual
household income in 1997 is just 5.2 times higher in 2007.
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Source; National Income Statistics
Growing Urban Population
According to the United Nations Population Division (UNDP), in 2005, about 71% of the Indian population dwelled in rural
areas. There has been a gradual movement of people from the rural to urban areas. Indian cities with >1mn population grew
from 12 Mn 1981 to 35 Mn ’01 and are expected to reach 70 Mn by ’25. Going forward as economic growth picks up and
the cities offer more opportunities, the exodus from the rural areas to urban regions will only intensify. Urbanisation has a
twin effect: it reduces the area per household, and it leads to the formation of more households, which in turn raises demand
for housing units in urban areas. UNDP forecasts that urban population will constitute about 40% of India’s total population
by 2030, compared with the current about 28%. Urbanisation will keep the demand for residential units robust in the coming
years.
Source: UNDP
Nuclear Families are increasing
Reduction in household size has created additional demand in residential units. Indian household families are moving from
joint families to smaller nuclear families. Rising income, greater number of income generators per household, especially
working women and the younger generation, and changing mindset are the primary reasons for reduction in the household
size.
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Source: National Housing Board
Burgeoning Indian Middle Class
The number of Indian middle class households with annual income between Rs 0.20 Mn and Rs 2 Mn has quadrupled in the
past 10 years from 4.70 Mn households in 1996 to 17.50 Mn in ’06. The number of upper-class households with annual
income at >Rs 2 Mn has grown 6 times from 0.08 Mn in 1996 to 0.60 Mn in ’06.
Population Profile
Source: NCAER (‘The Great Indian Middle Class’, ’04)
The Indian middle and upper class together stand at ~100 Mn and are expected to grow 15-16% annually in the next five
years, which will drive housing demand further. The table below depicts the growth in the number of households over a 10year period from FY03 to FY13 as estimated by National Council of Applied Economic Research.
Source: National Council of Applied Economic Research (NCAER)
Strong Demand from IT/ ITES and Other Businesses
The IT/ITES sector grew at a phenomenal pace in the past decade, significantly impacting office real estate in India. The
sector comprises ~75-80% of the current commercial demand. The sector is expected to grow 25-30% annually in the next
few years.
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Bangalore is the traditional hub for IT/ITES space in India. In the South, Hyderabad, Pune and Chennai are developing as
key centres of commercial development. In the North, Delhi, Noida and Gurgaon are the preferred destinations. As regards
the West, Mumbai is grappling with upcoming demand that is pushing up the prices in commercial business districts (CBDs)
and peripheral areas.
The runaway real-estate prices in Tier I cities, coupled with manpower and infrastructure issues, are a perfect platform for
companies to look at Tier II and Tier III cities for expanding their operations. According to Knight Frank, a leading
realestate consultant firm, within the next three to six years, towns and cities such as Chandigarh, Jaipur, Mysore, Indore,
Coimbatore, Vishakapatnam, etc are likely to see an increase in real-estate demand from the IT/ITES sector. A Nasscom
study reinforces this view. According to Nasscom’s projections, Tier II and Tier III cities, which account for about 29% and
5% of the total commercial space in FY07, respectively, will increase to 44% and 20% at the end of FY17.
Source: Nasscom
Apart from IT/ITES, biosciences, insurance, banking and consulting sectors are also contributing to office space demand.
Further, India has emerged as the global manufacturing base, especially for textiles, auto & auto components and light
engineering industries.
Office space in India currently available stands at 135 Mn sq. ft., which is lower than international peers. Hong Kong alone
has more office space than India and Manhattan (New York) has > 430 Mn sq. ft.
Favourable Government Policies and Reforms
In recent years various reforms have been initiated at the Central as well as State level which is leading to greater
organisation and transparency in the sector. These include:
•
Support from the GOI for the repeal of the Urban Land Ceiling Act (introduced in 1976), with nine state
governments having already repealed the Act. The law was repealed by the Central Government in 1999. However,
land being a state subject, the law is still in force in some states like Andhra Pradesh, Assam, Bihar, Maharashtra
and West Bengal;
•
Modifications in the Rent Control Act to provide greater protection to homeowners wishing to rent out their
properties;
•
Rationalisation of property taxes in a number of states;
•
The proposed computerisation of land records; and
•
FDI being permitted in the real estate sector, subject to certain conditions.
The trend towards greater organisation and transparency has contributed to the development and organised investment in the
real estate sector by domestic and international financial institutions and has also resulted in greater availability of financing
for real estate developers. Regulatory changes permitting foreign investment are expected to increase investment further in
the Indian real estate sector. These trends have been reinforced by the substantial recent growth in the Indian economy,
which has stimulated demand for land and developed real estate. Additionally, the tax and other benefits applicable to SEZs
are expected to result in a new source of demand.
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Key Industry Characteristics
The Indian real estate sector has traditionally been dominated by a number of small regional or local players with low levels
of expertise. The sector has seen limited inflow of institutional capital and has used high net-worth individual (HNI) and
other informal sources of financing as the major source of capital, leading to low levels of transparency. This is rapidly
changing as the sector is witnessing far higher growth rates and significantly improved quality expectations as India gets
better integrated with the global economy. Some of the key characteristics of the Indian real estate sector are:
Highly fragmented and unorganized in nature - The Indian real estate industry is highly fragmented and majority of the
market belongs to the unorganized segment. The percentage of organized real estate is quite low albeit rising in the recent
past.
Regional Concentration of existing players - A key strength of a real estate developer is familiarity with the local
environment and geography as a result of which most Indian developers tend to gain specialization in locally tested areas.
Currently, there are few players operating on a pan-India level.
Local know-how critical success factor in the development phase – One of the key reasons for emergence of local
developers is the critical importance of local knowledge and relationships in ensuring successful and timely development of
real estate projects. Property is a state subject in India and the rules and regulations that affect, among other things, approval
processes and transaction costs vary from state to state.
High transaction costs – The sector has traditionally been burdened with high transaction costs as a result of stamp duty on
transfers of title to property that varies state by state. Though efforts are being made at the state level to reduce the stamp
duties, they continue to be as high as 11% in certain states.
Regulatory Environment - The Government has decided to allow FDI up to 100% under the automatic route in townships,
housing, built-up infrastructure and construction-development projects (which would include, but not be restricted to,
housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional
level infrastructure) subject to certain guidelines. With regards to bank funding, risk weightage assigned to real estate
lending has increased of late resulting in tightening of credit availability to developers. At a project execution level, the
Indian market is characterized by a number of local acts, policies and regulations that vary even from state to state. In
addition there are a number of approvals such as zoning, building plan, environmental, fire etc that have to be obtained by
the developers before commencing any project.
Enhanced role of mortgage financing – Over the last five years, a significant portion of new acquisitions, particularly in the
larger cities in India, has been financed through banks and financial institutions. This has been aided by a sharp decline in
interest rates and broad availability of financing products, due to aggressive marketing and product development by financial
institutions.
Key Regulations
The real estate industry has been among the most highly regulated sectors in India. Dubious land records, high transaction
taxes and various real estate regulations have kept a large portion of property transactions out of the formal market. Urban
Land Ceiling Repeal Act and Rent Control Acts are largely responsible for the artificial scarcity of land, which has resulted
in Mumbai and Delhi becoming two of the most expensive real estate markets in the world. Some of the other regulations
that affect the growth in housing construction include Coastal Regulatory Zone Regulation (CRZ), Mill Land Regulations
and property taxes.
The Urban Land (Ceiling and Regulation) Act, 1976 (“Urban Land Ceiling Act”)
Urban Land Ceiling Act was introduced as a social equity measure to curb profiteering and hoarding of urban land and to
prevent urban congestion. Urban cities were classified into A, B and C categories, and under the provisions of the Act,
ceilings were imposed on the maximum permissible usage of land.
Impact and consequences
This Act failed to serve its purpose. For the total estimated 550,000 acres of vacant land in 64 cities across India, the
government took only 47,550 acres under this Act. To ensure that their land is not acquired, many corporates sought
recourse to certain sections of the Act. Consequently, land prices increased and supply shrank substantially. In order to
release the remaining land and make it available for housing purposes, ULCRA was replaced by an Ordinance promulgated
in 1999 after the state governments of Haryana and Punjab passed a resolution for the repeal of the Act. The Urban Land
(Ceiling & Regulation) Repeal Act, 1999 (Repeal Act) subsequently replaced the ordinance. Initially, the repeal Act was
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applicable in Haryana, Punjab and all the Union Territories. Subsequently, the state governments of Uttar Pradesh, Gujarat,
Karnataka, Madhya Pradesh Rajasthan and Orissa adopted the Repeal Act.
The Repeal Act basically emphasises the need to impose a vacant land tax on the land likely to be made available after the
repeal of the Act. It also has a provision for the economically weaker sections and the low-income group houses, which is
taken into consideration while sanctioning housing projects. The Repeal Act attempts to free the supply of usable urban land
for housing construction, thereby lowering the impediments for large-scale development projects.
Current status
The state governments of Andhra Pradesh, Assam, Bihar, Maharashtra and West Bengal have not adopted the Repeal Act so
far. The central government has stressed the need for repeal of Urban Land Ceiling Act and encouragement of land assembly
activities by the private sector.
Rent Control Acts
Various states and union territories had formulated their own Rent Control Legislations, with respect to regulating
chargeable rents, recovery and possession of the property and tenancy rights. These laws acted as a disincentive towards
investments in housing for rental purposes. The much-required amendments in these Acts will ensure that vacant housing
stock will be made available in the market for occupation.
Registration fees and stamp duties
Stamp duty needs to be paid on all documents that are registered, the rate for which varies by state. Most states charge very
high registration fees and stamp duty on property transactions. The rate of stamp duty varies from 5 per cent in Andhra
Pradesh to 14.7 per cent in Orissa. Some states even have double stamp incidence, first on land and then on its development.
High stamp duty and registration costs lead to underreporting of the agreement value of properties.
Evolution of the Concept of National Capital Region (NCR)
The genesis of the National Capital Region lies in the recommendations of the first Master Plan for Delhi (MPD) notified in
1962 wherein, a broad area consisting of the Union Territory of Delhi and a few ring towns around it was conceived for
being developed as a metropolitan region to reduce the population pressure on Delhi. The unprecedented growth of
population especially during the post independence years and the consequent haphazard developments had been putting
severe pressures on the infrastructure of Delhi. Thus, time and again, the need was felt to plan Delhi in the regional context
under a suitable legislation which would control and regulate the development in the areas falling in the Region. Finally, the
Parliament enacted the Planning Board Act in 1985 with the concurrence of the constituent States of Haryana, Rajasthan and
Uttar Pradesh (Delhi being only a Union Territory at that time).
Coverage - NCR
The National Capital Region comprises an area of 33,578 square kilometers covering the states of Haryana, Rajasthan, Uttar
Pradesh and the National Capital Territory of Delhi. The area of the NCR is as follows
1,482 square kilometres
NCT Delhi
Haryana
Seven districts - Gurgaon, Rewari, Faridabad, Sonepat, Rohtak, Panipat and Jhajjhar, comprising
13,413 square kilometres
Uttar Pradesh
Five districts - Ghaziabad, Bulandshahr, Meerut, Gautarnbuddha Nagar and Baghpat, comprising
10,853 square kilometres
Rajasthan
Alwar district, 7,829 square kilometres
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Within these districts, the Board has identified several priority towns all over the region for its growth and balanced
development. In addition, in order to arrest the migratory population to the region, counter-magnet areas have also been
identified for accelerated growth. The counter magnet areas include Hissar in Haryana, Patiala in Punjab, Kota in Rajasthan,
Bareilly in Uttar Pradesh and Gwalior in Madhya Pradesh.
The population, as per 2001 census, was 1.15 cr. in U.P. with an average decadal rate of growth of about 29% in the last
three decades. The average decadal rate of growth of urban population, however, has been much higher at 62% in the same
period. U.P. accounts for 31.2% of total N.C.R. population while NCT, Delhi contributes 37.2%, Haryana 23.5% and
Rajasthan 8.1%, as per 2001 census.
If we look at the decadal rate of growth in different sub regions of NCR, NCT-Delhi's share of population has increased
from 31.3% in 1981 to 37.2% in 2001. While there has been marginal decline in the population shares of Haryana and
Rajasthan sub-regions to 23.5% and 8.1% in 2001 from 24.8% and 8.8% respectively in 1981, the share of U.P. sub-region
has declined substantially from 35.1% in 1981 to 31.2% in 2001 which shows that in-migration to Delhi from U.P. subregion has been the maximum.
The National Capital Region Planning Board
The National Capital Region Planning Board which was constituted in 1985 has the mandate for preparing a Plan for the
development of the National Capital Region and for coordinating and monitoring the implementation of such Plan and for
evolving harmonized policies for the control of land-uses and development of infrastructure in the region so as to avoid any
haphazard development thereof. Thus the Board has the following functions:
• Preparation of Regional Plan and Functional Plans;
•
Getting the Sub-Regional & Project Plans prepared by the participating States;
•
Coordinating the enforcement & implementation of the Plans through the participating States; and
•
Arranging and overseeing the financing of selected development projects.
The NCRPB was, therefore, required to play a very pro-active role in determination of the priorities of development in a
holistic manner and arranging for the financing of the selected development projects in the N.C.R. through Central and State
Plan funds and other sources of revenue. (Source:National Informatics Centre, State Unit Lucknow, Uttar Pradesh, India)
Factors boosting growth in NCR
Extension of Delhi metro (currently running across 65 kms through 59 stations), development of
expressways on the eastern and western sides, widening and six laning of national highways, airport
modernization as well as release of fresh land parcels in NCR are some of the infrastructure initiatives taken by the
government. All these have collectively opened doors for newer development in the real estate sector. The real estate sector
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in NCR experienced a period of unprecedented growth over the last three years. Higher employment opportunities increase
in per capita income and the rise in average disposable income has led to a surge in demand for housing in the region.
Delhi
New Delhi, the capital of India, is surrounded on three sides by Haryana and to the east, across the river Yamuna by Uttar
Pradesh spread over an area of 1,483 sq kms. This strategic location of Delhi, with massive economical development in the
adjacent National Capital Region (NCR) has also brought about a significant economic progress into the city of Delhi. Since
Delhi has historically for long been the foremost in political importance till the present day, it has significantly seen
development compared to other cities of India.
Delhi is one of the largest real estate sectors in the country despite its being smaller in population than other metropolis. This
is primarily because the per capita income in Delhi is much higher than in other cities. The population of Delhi was 13.85
Million as per the 2001 census..
Delhi infrastructure is going to have major revamping as the city gears up to become a world class venue for the
Commonwealth Games, to be held in 2010. Its good connectivity with other national and international cities has also made
Delhi a major attraction for global investors to set up their operations in the city. Delhi already has one national and one
international airport and a third airport is also under consideration. The Delhi Metro Rail is being extended to the satellite
towns of Gurgaon, Faridabad and Noida.
The year 2006 witnessed the formulation of the Delhi Master Plan 2021, which is likely to be approved by the end of year
2008. Initiatives proposed include among others an Integrated Multi-Modal Transport system – the Metro, Ring Rail, HighCapacity Bus System (HCBS) and Integrated Rail Bus Transport system (IRBT). Delhi will have two power plants, at
Bawana and Pragati II of 2,800 MW before the games. One more plant of 1,000 MW will be set up in Haryana in
association with NTPC, which would supply power exclusively to Delhi. If preparations for the Commonwealth Games go
on track, Delhi could become the most livable Indian city by 2010.
Gurgaon
Gurgaon is located in the northern part of Haryana and is spread over an area of 2,105 sq kms. It is the commercial capital of
Haryana and is one of the most sought after destination for MNCs as well as Indian Corporates. Riding on the back of the
IT/ITES revolution, Gurgaon has experienced phenomenal real estate growth over the last few years. Gurgaon houses some
of the top notch MNCs, Corporates and Fortune 500 companies such as Coca Cola, Pepsi , IBM, Genpact, Microsoft,
Dupont, Marriott International, Genesys Telecommunications, Watson Wyatt, Intellirisk Management and Communications,
HP, Nokia, TCS, Gillette, Flextronics, Ranbaxy, DLF, Indiabulls, etc.
The biggest advantage to Gurgaon is its proximity to Delhi. It is only about 15 kms from the Indira Gandhi International
Airport, New Delhi. The extension of Delhi Metro Rail to Gurgaon will further improve its connectivity with the Country’s
Capital. An expressway to Jaipur has also been proposed. On January 23, 2008, the 8-lane Delhi-Gurgaon Expressway was
opened to public, which will provide non-stop connectivity to the International Airport. The new Gurgaon-Manesar Urban
Complex Plan 2021 is the first master plan for the region, inspired by the Chandigarh town planning model. The plan is
ready and approved. The Integrated Model Township (IMT – Manesar), is projected to come up in four phases on 1,749
acres and has the potential to become the future growth centre. It is one of the most well planned locations existing in the
NCR. Manesar also has projects like the 25,000-acre Reliance SEZ and a 135-acre IT park planned in the forthcoming
months. The commercial significance of Gurgaon has given a tremendous boost to the residential demand in the city. To
fulfill the mounting demand of Gurgaon properties, many well renowned real estate developers have initiated the
construction of new projects consisting of both middle and high-end budget projects.
Faridabad
Faridabad is the most populated and industrialized city of Haryana. It is spread over an area of 2,760 sq kms and is bounded
by Delhi on the north, Gurgaon on the west and the parts of Uttar Pradesh on the east and south. The Delhi-Mathura-Agra
road NH-2 passes through Faridabad and has for long been amongst the most flourishing industrial centres in the northern
region. Work will soon start on the State Government announced Badarpur Flyover Project. This will be a crucial link
between Delhi and Faridabad. Faridabad also accounts for a significant 35-km stretch on the state government's ambitious
135-km Kundli Manesar Palwal (KMP) expressway. The expressway will host a world-class Global Business Corridor on
both sides. The proposed Delhi Metro extension to Faridabad will play a significant role in enhancing the connectivity to
Delhi.
An Industrial Model Township (IMT) is also planned near Palwal. The total number of small, medium and large industries
in the Faridabad-Ballabgarh Complex stands at about 15,000. Newly developed Faridabad or New Faridabad is the most
preferred destination for industries, IT companies, corporate bodies and government departments. Good connectivity to
Delhi is considered one of the most promising factors for business opportunities to prosper in Faridabad. Located just 25
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kms from Delhi, the city also has the merit of proximity to the NCR cities of Greater Noida and Gurgaon. This is one of the
factor which is driving investors like the corporate houses, developers to choose Faridabad as the potential booming real
estate sector. The upcoming Commonwealth Games 2010 has also triggered a lot of action in infrastructure development,
retail and hospitality sectors in the region. Faridabad is clearly the emerging destination in the NCR.
Ghaziabad
Ghaziabad, one of the satellite cities of the NCR is located in the state of Uttar Pradesh. It is spread over an area of 1967 sq
kms. Ghaziabad has come a long way in securing its place as one among the ten hottest and dynamic cities in the world
(Source: Newsweek). Commonly known as the industrial hub of Uttar Pradesh, the city has an excellent network of roads
and railways. Ghaziabad is strategically located on the Grand Trunk road - connecting Bangladesh to Afghanistan.
Ghaziabad can be reached by Air, road and rail. The nearest airport is Delhi International airport which is at a distance of
about 45 Km. By road Ghaziabad is well connect on all sides; Delhi - Allahabad, Delhi-Lucknow, Delhi-Haridwar, DelhiSaharanpur roads pass through the district. NH-24, leading to Hapur, and NH-58, leading to Meerut also pass through
Ghaziabad. It is well connected to all parts of the country through Railway line. The railway station is situated in the middle
of the city. Ghaziabad will also be connected by the proposed Metro line in Delhi Metro Rail Corporation's Phase II link.
Ghaziabad's proximity to key business districts in Delhi and the industrialised city of Noida makes it a good option for
residential real estate buyers. These three cities are now considered as the triangle of industrialization and economic growth;
it is also one of the many reasons for industries and corporates converging into Ghaziabad making it one of the promising
business destinations of India. The city today boasts of nearly 15,000 industrial units of all levels. Also on the cards is a
1500- acre township, a hi-tech city in Ghaziabad. The influx of a number of IT/ITES companies has further enhanced the
growth prospect of residential market in the city.
Rewari
Rewari lies towards the south-west of NCR. Rewari is located at 82 km in the south-west direction from Delhi across the
Delhi Jaipur NH 8. It is spread over an area of 1,559 sq kms. Rewari district has made unprecedented progress on the
industrial front in the last few years. A number of policy initiatives announced by the Government of Haryana from time to
time have provided impetus for a rapid growth of industries in the district. The factors like, its ideal location on the National
Highway (Delhi–Jaipur road), being in proximity to Delhi, its well developed infrastructural base like extensive roads and
communication network all over the district, total electrification, a large pool of skilled manpower, all supportive social
environment and above all the development of various industrial colonies / estates, such as, Dharuhera Complex, Rewari
Complex and Bawal Growth Centre have made Rewari the choicest location for industries and as such high-tech and high
value projects involving foreign collaborations and investment have come up in this area. Rewari has emerged as a new
industrial township. It is the abode of companies like Hero Honda, Sony, YKK, Exide, TVS, Indian Oil, HPL, Omax Auto,
Rico Auto and various Metal Companies. A number of residential projects as well as townships have thus been proposed to
come up in this city.
NOIDA, Greater NOIDA
New Okhla Industrial Development Authority or NOIDA is a part of the state of Uttar Pradesh. Noida, an integrated
industrial city is a part of NCR and it came into existence on April 19, 1976. It was developed near Delhi in the 1970s as a
modern industrial city under the UP Industrial Area Development Act, 1976. Noida has a separate administrative zone and
functions as a separate district.
Spread across 203.16 km², 50% of its half a million population daily commute to Delhi, solely for the purpose of work; it is
only 14 Kms away from Connaught Place, Delhi.. The famous Delhi-Noida-Delhi (DND) Flyway connecting NOIDA with
Delhi runs across the river Yamuna and receives a good patronage from office-goers in the city making communication
easier. Due to the popularity of this beautiful city, an adjacent township - Greater NOIDA has been developed on the
outskirts of NOIDA to cater to the phenomenal influx of population into this region.
Noida has emerged as a planned, integrated, modern industrial city, well connected to Delhi. Noida has been planned on the
grid iron concept and employs state-of-the-art technology in Engineering, Urban Planning and Architecture. NH 2, Link
Road, Kondli Road, Noida-Greater Noida Expressway, the Noida-Agra-Mathura Expressway under construction and the
eight-lane DND flyover (already operational) provide ease and comfort in road-traffic in to and out of the city. The 550
meters long, eight lane Noida Toll Bridge across Yamuna connecting Maharani Bagh in Delhi to Noida has significantly
reduced the distance, time and cost of commuting to and fro Delhi- Noida. A provision for railway links and railway
terminals has been kept in the Noida Master Plan 2011. The Delhi Metro Rail is also being extended to Noida. Noida is one
of the largest Industrial Townships of Asia. There are about 6,014 manufacturing units here. It is a well-developed market
with a large number of offices, comprising mostly of stand-alone business centres, and retail space. The residential market
has also seen a rise in demand due to these factors. An international airport has been proposed by the Uttar Pradesh
government to come up at Jevar in Greater Noida. This has further increased the real estate attractiveness of the region.
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Agra
Agra is the third largest city of U.P. also makes the third end of Delhi-Jaipur-Agra triangle and enjoys sound connectivity
with these major cities. It is situated on the bank of Yamuna river and spread over an area of 4,027 sq kms. Agra is also
well-connected to cities like Khajuraho, Varanasi etc. Kheria airport is 6 km from Agra town. It is also well connected to
major cities of India by Rail. There is a world tourism hub around the Taj Mahal, Fatehpur Sikhri and Agra Fort. The U.P.
Government has announced an international airport in Agra. There is also a proposal to set up a 5-acre IT Park at Agra-Delhi
highway by Uttar Pradesh State Industrial Development Corporation (UPSIDC). A plan is being worked out for two bridges
over river Yamuna to further improve Agra’s connectivity with other cities. The state government is inviting technology
companies to operate from Agra to further boost the real estate demand in the city.
The Haryana Urban Development Authority (HUDA)
The Haryana Urban Development Authority (HUDA), a statutory body of Haryana Govt. was constituted under the Haryana
Urban Development Authority Act, 1977.
The main functions of Haryana Urban Development Authority are as under:• To promote and secure development of urban areas with the power to acquire, sell and dispose off property, both
movable and immovable ;
• To acquire, develop and dispose land for residential, industrial and commercial purpose ;
• To make available developed land to Haryana Housing Board and other bodies for providing houses to
economically weaker sections of the society ; and
• To undertake building works.
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OUR BUSINESS
Overview
We are a real estate developer with primary focus on the National Capital Region of India and Tier II and Tier III cities in
the adjoining states of Haryana and Uttar Pradesh. We have a diversified portfolio of real estate developments including
residential and commercial projects. Our operations span across all aspects of real estate development, from the
identification and acquisition of land, to the planning, execution and marketing of our projects.
We have commenced our business operations from the state of Uttar Pradesh and gradually expanded our operations to the
whole of NCR. As of April 21, 2008 we have developed 7 projects of approximate 5.28 million square feet of both
residential and commercial areas. These developments include 2 premium residential apartment projects, 2 housing villa
project, 1 farm housing project and 2 commercial properties.
As of April 21, 2008, we have 6 ongoing projects on which we have made considerable progress and have incurred almost
50% of the requisite project cost towards the planned developments. The ongoing projects translate in development of
approximately 8.55 million square feet of both residential and commercial projects including 4 group housing projects, 1
housing villa project and 1 club and hotel project. These projects are being developed over an area of approximately 121.61
acres of land located in towns of Faridabad, Agra, Vrindavan and Ghaziabad.
Further, our 22 forthcoming projects are again a mix of both residential and commercial developments. Of these 22 projects,
there are 16 projects for which we have already acquired the required portions of land to the tune of approximately 197.18
acres for our residential developments and approximately 24.85 acres for our commercial developments. Thus, as on April
21, 2008, we hold approximately 343.64 acres of land including development rights on which we are at various stages of
development process.
Of these 16 planned projects for which land is acquired and are under various stages of approval for development we have 7
projects in the residential segment and 9 projects in the commercial segment. The residential developments include 4 group
housing projects, 1 integrated township and 2 developed plots. The group housing projects are being developed in
Faridabad, Rewari and Dharuhera in the state of Haryana, the integrated township is being developed in Faridabad and
developed plots in Ghaziabad and Agra both in Uttar Pradesh. Of our planned commercial developments 6 projects are being
developed in strategic sectors i.e. 3 each in Sector-78 and Sector-89 of Faridabad, 1 in Agra and 1 in Greater NOIDA.
Besides these 16 planned projects, we have 6 projects planned in Gurgaon, Haryana with a mix of 2 residential – group
housing projects, 3 IT parks and 1 commercial complex. These projects aggregate approximately to an area of 49.87 acres.
Over and above, we have an access to land reserves to approximately an area of 150.76 acres at several locations. Thus, our
aggregate land reserves including development rights translate to an approximate area of 544.27 acres spread across in and
around the NCR region.
We participated in an auction of prime property admeasuring approximately 2.70 acres in Central Delhi conducted by the
Honourable Delhi High Court. We were declared a successful bidder for the said property at our bid of Rs.1170 Million and
have paid the initial amount of Rs.292.5 million. One of the conditions of the said auction was conversion of land from
leasehold to freehold pursuant to which the property would be transferred in our name by the said court.
We believe that we are well poised to benefit from the unprecedented growth being witnessed in the real estate sector in the
country. The satellite towns around Delhi have been witnessing a spectacular growth in terms of infrastructure and
employment, propelled by MNCs which have set up state-of-the-art offices here, thus bringing in a cosmopolitan culture.
Over a period of time we have been moving to newer locations where we believe to have potential and strategic business
interests to our company. We are also gradually diversifying our offerings by developing commercial complexes and IT
Parks. Today, we have evolved as one of the key player in real estate development in the fastest growing regions in and
around NCR.
We have obtained an ISO 9001:2000 certificate accreditated by the Joint Accreditation Systems of Australia and New
Zealand vide number 73872-03. Our company has obtained Environment Management System Certificate NS-EN ISO
14001:2004 dated December 11, 2007. The certification scope is accredited by the Norsk Akkreditering of Norway. We
have also initiated the process of obtaining these certifications from Det Norske Veritas AS.
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Our Offerings
We are in the business of real estate development and we offer the following:
• Residential
o Apartments
o Farmhouses
o Housing Villas
o Group Housing
o Integrated Township
o Developed Plots
• Commercial
o Commercial Complexes including office space, showroom, etc.
o IT Park
o Club and Hotel
Our Land Reserves
As of April 21, 2008, we have land reserves including development rights of approximately 343.64 acres, of which
approximately121.61 acres represents ongoing projects which are currently under development and on which almost 50% of
the requisite estimated cost is incurred and approximately 222.03 acres for the planned projects which are under various
stages of approval for development.
In addition, we have identified land parcels of approximately 49.87 acres of land for our 6 forthcoming projects comprising
of 2 residential and 4 commercial projects of which for 17.96 acres we have entered into agreements for the procurement of
the same and for the balance 31.91 acres we have entered into collaboration agreements. Besides acquiring land for these
projects, we are in the process of consolidating further lands to expand our business activities and have got access to land
reserves to the tune of approximately 150.76 acres. Although land prices have increased substantially in recent years, we
recognize that our business growth is dependent on replenishing our land reserves, and so we are currently engaged in an
extensive land acquisition program.
Thus, the aggregated land bank including all our land reserves including development rights and access to land reserves
translates to an approximate area of 544.27 acres.
Please refer section Risk Factors – Internal Risks and Risks relating to our Business —the proceeds from our property sales
could be materially lower than the valuations set forth in this Draft Red Herring Prospectus.
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Our Land Valuation
We recently appointed the independent international property consultants Knight Frank (India) Private Limited (Knight
Frank) to perform valuation of our land reserves. The valuation of our properties is made on the basis of ‘as is where is’ i.e.
on best estimate of value of the present developments of properties. Knight Frank has opined that, as of March 10, 2008, the
market value of our land reserves on “as is where is” basis is estimated to be Rs.11478.80 mn for approximately 346.33
acres through their letter dated April 21, 2008. This valuation is subject to certain limitations and assumptions described in
the opinion letter of Knight Frank which is included on page [
] of this Draft Red Herring Prospectus. In particular, the
valuations assume that we hold a freehold interest in all lands with clear and marketable title free of encumbrances.
For further details please refer to Annexure – I on Independent Property Valuation Summary Report on page [
] of this
Draft Red Herring Prospectus.
Competitive Strengths
Our principal competitive strengths include the following:
Ability to identify emerging locations and potential areas of development
An important element of our success is our ability to identify areas which has significant growth potential or in which we
foresee significant demand in near future. Our market intelligence is an important asset in identifying these opportunities.
One of the key factors in real estate development is the ability to assess the potential of a location after an evaluation of its
demographic trends. Our ability to evaluate such trends has enabled us to identify locations that are relatively undeveloped /
unexplored and gain advantage in such locations. Our experience in the real estate sector has enabled us to develop the
vision which drives our acquisition strategy. Based on the feedback we receive through our marketing network and our
understanding of the demographic trends of a location, we are able to identify and internally assess key emerging markets
for real estate development.
Quality projects and construction
We have developed nearly 5.28 million square feet comprising mainly luxurious residential apartments, housing villas and
farmhouses. We retain architectural, structural and various other consulting firms with established track records in a number
of our projects. We have used, and continue to use, quality construction materials alongwith modern technology in our
commercial, residential and retail developments developed or ongoing developments. We have been ISO-certified with
14000 series highlighting our credentials in delivering quality.
Development Capabilities and Project Execution Skills bringing end to end competencies
We have developed in-house competencies for every stage in a property development life cycle, commencing from property
development inception which involves identification of contiguous parcels of land and the conceptualization of the
development, planning, designing and overseeing the construction activities, and culminating in property delivery, which
involves interfacing our marketing and sales team with customers. We have an internal system for project development,
implementation and monitoring to ensure proper identification and acquisition of potential project sites, effective and
organized design and planning procedures. We have association with experts in respective field viz. Architects, Planner,
Structural Engineer, Designers And Contractors for efficient procurement, construction and other execution processes to
ensure completion of projects on time and within budget estimates.
An established brand name and reputation for quality
We believe that since inception we have created a brand name that stands for quality, trust and innovation for our execution
and delivery of our projects. In addition, after completion of a project, we continue to focus on brand management through
proactive measures to ensure brand recall among customers. We have received both ISO 9001:2000 and ISO 14001:2004 for
our quality and environment management systems respectively.
Direct customer relationships
Our business approach includes maximizing the benefit to our customers and we endeavour to focus on the interest of our
customers at every stage of our projects. Besides our direct sales team, we have a strong marketing network of our business
associates. Our sales and marketing office interact directly with the customers as a part of our dedicated after sales activity.
In addition, we participate at various property exhibitions and conduct customers / business associate meets to reach across
our prospective customers. We believe that our ability to identify emerging trends in customer requirements and developing
projects to suit such requirements is our strength. We have established a dedicated sales team to offer our clients a one-point
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interface for any specific requirements or grievances. Our marketing and sales team is our interface with potential clients
and this provides us with an insight into the customer requirement trends in terms of type, location, pricing and guides us to
plan our promotional activities.
Simplified corporate structure and commitment to corporate governance
We are committed to employing the corporate governance principles in our internal organisation and in all our business
transactions and accounting practices. We believe that one of our key strengths is the simple and centralized corporate
structure that we have established in our company. All the key decisions ranging from land identification and acquisition,
procurement of raw materials and labour to our marketing and sales strategy are taken by a team comprising of senior
management. This ensures consistency in all our business operations and facilitates efficiency and transparency in operations
resulting in a positive impact on our business.
Organized and professionally managed company with experienced and dedicated management team.
We are a professionally managed company with qualified and experienced professionals in the senior management. Our
technical team brings with it extensive experience in design, engineering, marketing and construction of projects. Further,
our senior management team that is in charge of operations, finance, sales and marketing, business development and
strategic planning has extensive experience in the industry.
Our management team has significant experience in the real estate sector and our staff of professionals covers a variety of
disciplines, including architecture, engineering, project supervision, accounting, marketing and sales. Our management and
professional personnel have extensive experience in anticipating market trends, identifying new markets and potential sites
for development and acquiring land and development rights, as well as in the design, engineering, construction, supervision
and marketing of projects.
For details regarding the experience of our directors / promoter and our Key Managerial Personnel, please refer to the
section titled “Our Management” on page [
] of this Draft Red Herring Prospectus.
Business Strategy
Key elements of our business strategy are:
Expansion into various cities in northern India and increase our land available for development in strategic locations
We are a real estate developer in northern India with primary focus in NCR. We intend to expand our operations into
locations which we believe have the potential for growth and demand for our projects. The economic growth in these NCR
cities will result in higher disposable incomes with the middle and higher middle class income groups, which we believe
would result in an increase in demand for improved residential and group housing space. We recognise that continuing to
build our land reserves in strategic locations at a competitive cost is critical to our growth strategy, and we intend to
continue acquiring strategically located parcels of land in select cities in northern India for our projects.
We are also currently evaluating the acquisition of land or development rights in other cities in this region where we see
significant growth potential. By increasing the amount of land over which we hold development rights, we aim to enable our
business to expand northwards, evolving us as a major player in the northern region in our own niche segment.
Continue to focus on opportunities in Tier-2 and Tier-3 cities
Going forward, we intend to focus on Tier-2 and Tier-3 cities within India, where we believe significant growth prospects
exist with increasing purchasing power for quality real estate projects at reasonable prices. Our focus on Tier-2 and Tier-3
cities and in identifying locations that provide fiscal incentives for real estate development would be instrumental in
providing us the early mover advantage in these locations.
Diversify our portfolio of projects
Currently our significant revenues come from our group housing and housing villa projects developed by us. We intend to
expand our existing portfolio of projects, thereby diversifying our revenue streams and enhancing the value and position of
our brand. In particular, we are evaluating new business lines comprising the development of Commercial Complexes, IT
Parks, Integrated Townships, etc. As part of this strategy, an integrated township project in Faridabad is currently under
development and we would be exploring the opportunity of diversifying into hospitality sector.
Going forward, in the short to medium term, we intend to leverage our existing business model and core strengths to scale
up our projects to large townships wherein group housing remain the core component, and diversify into development of
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office complexes and retail malls both with a similar revenue model. We recognize & acknowledge the value proposition of
industry specialists in such developments and intend to enter into arrangements where we deem fit.
In the medium to long term, we intend to go a step forward by entering into newer geographies for which we can integrate
with reputed developers if we foresee potential synergies in the partnership. We believe we can bring to the table, our
development and execution expertise whereas our potential partners bring with them their familiarity with the geography and
local relationships
We believe that such diversification will allow us to take advantage of new trends and opportunities in the Indian market
whilst simultaneously helping to mitigate the risks of being concentrated in certain segments of the real estate sector.
Maintain quality standards for development and employ best practices and practitioners.
We believe that we have developed a reputation for consistently developing quality properties that are reliable and
convenient for our customers. We intend to continue to focus on innovation and provide quality property execution in order
to maximize client satisfaction. We also intend to continue to enhance our architectural, design, construction and
development capabilities to enable us to provide innovative, modern and quality products and services to our customers.
Our approach in the past and going forward will be to engage reputed consultants & professional firms in the domestic and
global industry for critical development activities. Examples of such specialists are architecture & design firms, interior
design firms, structural design consultancies, contractors, building management consultancies etc.
Continued focus on properties in a diverse range of price segments
We intend to focus on the development of residential properties across a diverse range of price segments and, as a result,
income groups. While our offerings currently cater to middle and higher middle income groups, in the future, we intend to
continue targeting the same. We believe this will enable us to consolidate our position as a residential developer across a
range of price segments and income groups.
Outsourcing selectively to increase scale of operations and reduce capital investments
We intend to increase the scale of our operations while ensuring that we carry on our operations in a cost effective manner.
Selective outsourcing enables us to undertake more developments while providing us with cost efficiencies.
We intend to continue to outsource some critical activities like architecture, designing and construction to not only take
advantage of the expertise of reputed specialist by adding value to our projects , reducing cost and optimal utilize of our
manpower but also enabling us to devote more time and effort to other aspects of our development activities. We recognize
that selective outsourcing activities enable us to reduce our operation costs and capital expenditures and believe that it will
enable us to allocate our human resources to a greater number of projects than would have feasible if such projects were
being undertaken directly by us.
Continue to enhance our brand and reputation by delivering value to our customers
We intend to continue to promote and expand our brand. We will do so by continuing to focus on quality and innovation in
our property projects, and providing strong after-sales support and property management services. We believe that
delivering value to our customers and enhancing their overall satisfaction with our products will enable us to strengthen our
brand further.
At the same time, we intend to continue building market recognition of the brand through marketing initiatives such as
advertising campaigns, conducting investor meets and participation in international real estate exhibitions and expansion of
our customer loyalty scheme.
Our Operations
Developed Projects
Since our existence we have executed several projects in the state of Uttar Pradesh with prominence in Agra making our
presence felt in this historic city. Located at the banks of river Yamuna, Agra is well-connected with all the major cities of
India with its extensive roads and railways network. It abode one of the Seven Wonders of the World, Taj Mahal, giving it a
global recognition. And undoubtedly this counts among the major reasons, we place Agra among one of the potential
emerging real estate markets in the Northern India, today. As of April 21, 2008, we have developed 7 projects including 2
projects of luxurious apartments, 2 project of Housing Villas, 1 project of Farmhouse and 2 commercial properties. In each
of these developments we have provided high quality construction and amenities. The table given below provides
information relating to these projects:
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Name of the Project
Residential
Triveni Castle
Triveni Royal Farm Houses
Triveni Gymkhana Club
Triveni Paradise
Triveni Rangoli Comfort Homes
Commercial
Property at Artoni
Property at Sultanganj
*leased and not sold
Nature of the Project
Developable Area
(In Mn Sq.Ft.)
Revenue
(In Millions)
Luxurious Apartments
Farmhouses
Housing Villas
Luxurious Apartments
Housing Villas
0.03
1.62
2.36
0.07
1.09
16.27
30.00
57.13
24.48
407.83
Commercial
Commercial
0.08
0.03
NA*
NA*
Residential
Triveni Castle
Triveni Castle project provides 0.03 Mn. square feet of residential development located at Old Vijay Nagar Colony, Agra.
This project consisted of a luxurious apartment complex of 19 premium flats in the categories of 2 bedroom units to 4
bedroom units on each floor. The development provided common area, landscaped court, club-house and gymnasium.
Triveni Royal Farm Houses
Through our Triveni Royal Farm Houses project (initially called ‘Triveni Enclave’) we developed 78 farm houses providing
luxurious accommodation with amenities located on NH–2, Village Artoni, Agra.
Triveni Gymkhana Club
Triveni Gymkhana Club located on NH-2, 18 km from Agra is a combination of housing villas, club and hotel. We
developed 100 villas which has been categorized into four styles of penthouses - floor plan of 600 sq. ft, which is one
bedroom residential area, floor plan of 900 sq. ft and floor plan of 950 sq. ft, which are two-bedroom residential area and last
with the floor plan of 1400 sq. ft which is a duplex. The farmhouse portion has been sold out and the club and hotel portion
of the project is under progress.
Triveni Paradise
In this project we have developed a super deluxe apartment complex comprising located at Old Vijay Nagar Colony, Agra.
In this project each floor is made to have six deluxe flats including two 4 bedroom units and four 3 bedroom units. The
residents of these flats have been provided with exclusive rights for the use of the common area, well-landscaped court, etc.
within the complex.
Triveni Rangoli Comfort Homes
Spread over approximately 25 acres of prime location on the main Agra-Mathura road, we developed and sold 385 housing
villas through this project. These exclusive independent villas were offered in three variations of plot sizes [on plot size of
1035, 1350 and 1800 square feet] with a choice of pre-designed modules from 2 to 3 bedroom units. Other amenities
provided include gated security, expandable property and internal road network within the complex.
Commercial
We have developed 2 commercial properties which were subsequently leased out to Triveni Motors Private Limited. For
details on the same please refer to ‘Conflict of Interest with Promoter / Promoter Group Entities’ on page [] of this DRHP.
One of these properties is located on National Highway-2 at Artoni in Agra which is a light industry area as per the local
authority. This commercial building is developed on the land admeasuring approximately 81,701 sq. ft. consisting of a
showroom, body workshop and stockyard for the vehicles. Another property is located at Sultanganj in Agra on the plot area
of approximately 28,482 sq. ft. and consists of a basement and two storied commercial building. This land was originally
planned for a residential apartment project under the name of ‘Triveni Orchid Tower’.
We had planned a commercial project ‘Triveni Trade Tower’ alias ‘T3 Mall’ at Kamla Nagar, Agra which was subsequently
abandoned due to non-receipt of requisite approvals for the usage of land for the specified purpose.
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Current Ongoing Projects
We have 6 ongoing projects at various stages of completion - 4 Group Housing projects, 1 Housing Villa and 1 Club and
Hotel. Out of our 4 Group Housing projects 3 are being developed at Faridabad, Haryana and 1 at Ghaziabad, UP. The
Housing Villa project is being developed at Vrindavan, District Mathura, UP. Our commercial project is of a Club and Hotel
in Agra forming part of our Triveni Gymkhana Club project wherein we had developed and offered Farmhouses.
Name of the Project
Nature of the
Project
Developable
Area
(In Mn Sq.Ft.)
Start Date
Estimated
End Date
Stage of
Completion*
Triveni Galaxy
Group Housing
3.55
Jan-07
Mar-10
50%
Triveni Signature – I
Group Housing
1.62
Jan-07
Jan-10
50%
Triveni Signature – II
Group Housing
1.28
Aug-07
Jul-10
50%
Triveni Heights
Group Housing
0.26
$
May-07
Jun-10
15%
Triveni Krishna Vatika
Housing Villas
1.37
Dec-05
Nov-09
40%
Club and Hotel
0.47
Dec-04
Dec-09
60 %
Residential
Commercial
Triveni Gymkhana Club
*stage of completion is measured as a proportion of the actual cost incurred to the estimated cost of the project
$
this represents only that portion of land which is being converted from agricultural to residential land
Residential
Triveni Galaxy and Triveni Signature I & II – Group Housing Projects at Faridabad, Haryana
Our Triveni Galaxy and Triveni Signature I & II projects at Faridabad are being developed to provide approximately 3.55
Mn sq. ft. and approximately 2.90 Mn sq. ft. of luxurious residential flats respectively. Each of these projects is categorized
into flats ranging from 1100 sq ft to 2250 sq ft comprising of 2 /3/4 bedroom units. It will be an astutely designed integrated
complex with landscape, mini golf course, club with swimming pool, health studio and shopping mall cum multiplex with
latest luxurious interiors, exquisite exteriors and earthquake resistant technology.
Triveni Galaxy is being developed at village–Faridpur in Sector-78 of Faridabad at an approximate distance of 5 kms from
National Highway-2. It is a contiguous parcel of land admeasuring approximately 37.34 acres. This land has been converted
from agricultural usage to residential usage. It is a land approved for group housing and falls in residential zone as per the
new master plan of Faridabad. We have obtained all the necessary approvals, permissions and clearances from all the
concerned authorities and departments. The construction work of this project has already been started. Triveni Galaxy
project will have 19 towers with different sizes starting from 7 storeys to 16 storeys.
This space is adjoining to Sector-79 which is allotted as a 100% commercial area by HUDA which would give more
prominency to our project. As a part of this project we are also providing fully furnished luxurious apartments under the
name and style of ‘Triveni Oxygen’. This project was structurally planned by SAA Architects Pte Ltd., Singapore jointly
with our local architects - M/s The Firm.
Triveni Signature - I is being developed at village-Mauja–Tikawali in Sector-89 of Faridabad at an approximate distance of
0.5 km from main road leading to Village-Jasana via Sector-18 and Nechouli and at an approximate distance of 6 kms from
National Highway-2. It is a contiguous parcel of land admeasuring approximately 14.80 acres. This land is converted from
agricultural land use to residential land use by the local authority. We have obtained all the necessary approvals, permissions
and clearances from the Director, Town and Country Planning, Haryana, Chandigarh. The construction work of this project
has been started. Triveni Signature-I project will have 12 towers with different sizes starting from 7 storeys to 12 storeys.
This space is opposite to Tilpat firing range, proposed site for Common Wealth Games, 2010, which would earn more
premiums to this project. As a part of this project we are also providing fully furnished luxurious apartments under the name
and style of ‘Triveni Gravity’.
Triveni Signature – II is being developed at village–Riwazpur and Bhupani in Sector-89 of Faridabad. It is a contiguous
parcel of land admeasuring approximately 11.70 acres. This land is converted from agricultural land use to residential land
use by the local authority. We have got LoI issued by the Director, Town and Country Planning, Haryana, Chandigarh. We
have initiated development works on this project. This will be developed in similar lines with that of Signature-I. We have
appointed ‘The Firm’ as our architect and strucutural planner.
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Triveni Heights – Group Housing Project at Ghaziabad, Uttar Pradesh
Triveni Heights is being developed at located on National Highway-24 at Village-Mehraulli, Ghaziabad. This group housing
project is being developed on an area of approximately 8.54 acres of which approximately 2.36 acres of land has been
converted from agricultural usage to residential usage. We have commenced construction acitivities on this converted area.
This is developed as a mini-township project consisting of 5 towers with amenities like swimming pool, health and an
executive club.
Triveni Krishna Vatika – Housing Villas at Vrindavan, Mathura, Uttar Pradesh
Our Triveni Krishna Vatika project is located on National Highway - 2, Village – Jatt, Tehsil & District – Mathura over an
area of approximately 38.40 acres. Under this project we are developing 512 housing villas with amenities like spa,
swimming pool and well-equipped recreation club. These villas will be categorised on the basis of sizes viz. 1350, 2250 and
3150 sq ft. named as Nand Vatika, Govind Vatika and Anand Vatika respectively. This project is designed to develop an
abode which would bring one closer to the spiritual feeling flowing from the location of Mathura, the birthplace of Lord
Krishna.
This project is a residential land as approved by the local authority. The construction of villas is in progress; the facade and
sample flats for the project are ready.
Commercial
Triveni Gymkhana Club
Triveni Gymkhana Club located on NH-2, Village – Raipura Jatt, Tehsil and District Agra, is a combination of farmhouses,
club and a hotel. We have developed 100 farmhouses under phase-I of this project. Under phase-II of the project we are
developing a clubhouse and a hotel over an area of approximately 10.83 acres.The building portion of this projcct is almost
completed. This club and hotel will provide various recreational and amusement amenities like bowlying alley, go-karting,
discotheque, restaurants, health clubs, sports centers, beauty salons, etc.
Forthcoming Projects
In addition to our ongoing projects, we are in the initial planning stages in respect of the development of the following
projects:
A. Projects for which requisite land is acquired and is under development
We have 16 proposed projects of which 7 are residential and 9 are commercial. The residential developments include 4
Group Housing projects, 1 Integrated Township and 2 plotted townships. We have acquired the requisite land for each of the
following residential and commercial projects.
Residential
Nature of Projects
Location of the Project
Integrated Township
(Triveni Luxury Villas)
Group Housing + IT Park$1
Group Housing$2
Group Housing
Group Housing
Plotted Township
Plotted Township*
Sector-78, Faridabad, Haryana
Sector-70, Faridabad, Haryana
Sector-70, Faridabad, Haryana
Rewari, Haryana
Dharuhera, Haryana
Morta, Ghaziabad, UP
Shamsabad, Agra, UP
Project Area
(In Acres)
57.41
25.16
14.60
55.83
17.02
14.38
12.78
Total
197.18
*LoI received for residential usage;$1represents our 50% share in these projects, the rest 50% is owned by Triveni-Ferrous
Infrastructure P. Ltd. and Minu’s Collection P. Ltd. $2represents our 50% share in these projects, the rest 50% is owned by
Minu’s Collection P. Ltd.
All the above mentioned residential projects are applied for their respective approvals and clearances to the concerned
departments except for the IT Park at Sector-70, Faridabad, Haryana, which is under the planning stage.
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Commercial
Location of the Projects
Sector-78, Faridabad
Sector-78, Faridabad
Sector-78, Faridabad
Sector-89, Faridabad
Sector-89, Faridabad
Sector-89, Faridabad
Sikandra Bahistabad, Agra
Greater Noida
Total
Project Land Area
(In Acres)
3.83
3.33
3.01
3.00
3.00
2.26
2.52
1.20
22.15
All lands are lying in the commercial/ institutional zone as per the Master Plan of the respective Development Authorities.
Of the above commercial projects those located in Faridabad are applied for their respective approvals and clearances to the
concerned departments. The rest of the projects are under the planning stage.
Apart from the above, we participated in an auction of prime property admeasuring approximately 2.70 acres in Central
Delhi conducted by the Honourable Delhi High Court. We were declared a successful bidder for the said property at our bid
of Rs.1170 Million and have paid the initial amount of Rs.292.5 million. One of the conditions of the said auction was
conversion of land from leasehold to freehold pursuant to which the property would be transferred in our name by the said
court.
For details on the status of each of these proposed projects, refer the section titled “Government and Other Approvals” on
page [
] of this Draft Red Herring Prospectus.
B. Projects for which requisite land is yet to be acquired / obtained under collaboration agreements
We have few projects which are being planned but the requisite land is either yet to be acquired or obtained under
collaboration agreements. There are 6 such projects comprising of 2 residential Group Housing projects and 4 commercial
projects – 3 IT Parks and 1 Commercial Complex.
Residential
As per our current plans we will be developing approximately 20.37 acres of residential group housing in Gurgaon, Haryana.
1.
Group Housing Project – Sector-110, Gurgaon
We are planning for a Group Housing project in Sector-110 of Gurgaon, Haryana. This project is to be developed over
an area of approximately 10.22 acres of land. We have entered into an Agreement to purchase with the landowners to
the tune of the required land. We are in the process of applying for LoI for the usage of land for our planned Group
Housing project.
2.
Group Housing Project – Sector-113, Gurgaon
We are planning for a Group Housing project in Sector-113 of Gurgaon, Haryana. This project is to be developed over
an area of approximately 10.15 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this Group Housing Project. As per this collaboration, we have agreed
to share the built up area permitted over the land to the tune of 35% with the landowner. We have applied for LoI for
using it for the specified purpose.
Commercial
As per our current plans, we will also be developing approximately 29.50 acres of commercial properties in Gurgaon,
Haryana.
1.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 9.40 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this IT Park. As per this collaboration, we have agreed to share the built
Triveni Infrastructure Development Company Limited
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up area permitted over the land to the tune of 25% with the landowner. We are in the process of applying for LoI for
using it for the specified purpose.
2.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 7.30 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this IT Park. As per this collaboration, we have agreed to share the built
up area permitted over the land to the tune of 25% with the landowner. We are in the process of applying for LoI for
using it for the specified purpose.
3.
IT Park – Sector-110A, Gurgaon
We are planning for an IT Park project in Sector-110A of Gurgaon, Haryana. This project is to be developed over an
area of approximately 7.74 acres of land. We have entered into an Agreement to purchase with the landowner of the
requisite land through which we would develop this IT Park. We are in the process of applying for LoI for using it for
the specified purpose.
4.
Commercial Complex – Sector-105, Gurgaon
We are planning for a Commercial Complex in Sector-105 of Gurgaon, Haryana. This project is to be developed over an
area of approximately 5.06 acres of land. We have entered into a collaboration agreement with the landowner of the
requisite land through which we would develop this Commercial Complex. As per this collaboration, we have agreed to
share the built up area permitted over the land to the tune of 38% with the landowner. We are in the process of applying
for LoI for using it for the specified purpose.
C. Projects for which requisite land is identified and in process of consolidation
Apart from our proposed projects we have started consolidation of land at several locations of area admeasuring
approximately 150.76 acres for subsequent developments of various residential and commercial projects. These include
lands located in the cities like Faridabad, Ghaziabad, Agra, Meerut, Gurgaon and Jaipur.
For further details on all of these above projects please refer to the section on “Objects of the Issue” on page [
] of this
Draft Red Herring Prospectus.
Faridabad – locational advantages
We have several ongoing and proposed residential and commercial projects in Faridabad in some of its sectors which have
its own strategic significance.
Key Highlights of Sector-78
• adjoining to 100% commercial Sector-79
• proposed International Airport in Greater NOIDA, approx. 20 kms away from the site
• proposed Delhi Metro in the adjoining Sector-83
• proximity to FNG Expressway
• adequate infrastructure including school, hospitals and shopping areas in the neighbourhood
• approx. 25 kms from upcoming Formula-1 racing track
Key Highlights of Sector-89
• opposite Tilpat Firing Range, proposed site for Common Wealth Games, 2010
• easy access from NOIDA, Greater NOIDA and South Delhi due to Taj Express Highway
• proposed International Airport in Greater NOIDA, approx. 22 kms away from the site
• approx. 2 kms from the proposed Delhi Metro in the adjoining Sector-83
• proximity to FNG Expressway
• adequate infrastructure including school, hospitals and shopping areas in the neighbourhood
• approx. 27 kms from upcoming Formula-1 racing track
Key Highlights of Sector-70
• nearest to Ballabhgarh, an industrial town in itself
• proximity to NTPC plant
• adjoining to proposed IT zone by HUDA
• approx. 7 kms from NH-2
• approx. 3 kms from the proposed FNG Express Highway
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Our Project Execution Model
Our delivery model revolves around a core strategy, planning and execution team that liaises with industry specialists across
various development activities. We believe that this approach provides for adoption of global design and technology with
the critical planning and execution monitoring team being in-house. We have established a systematic process for our entire
project execution delivery which is as given below:
1.
Land Acquisition Process
a.
b.
c.
2.
Project Execution Process
a.
b.
c.
3.
Identification of potential areas of development
Evaluation of applicable laws and requisite approvals
Acquisition of title and/or development rights of land
Project designing and clearances
Project planning and construction
Project monitoring and management
Sales and Marketing
a.
b.
c.
Selling through various channels
Handover of the completed project
After sales services
Brief overview of development activities is provided below:
1.
i.
Land Acquisition Process
Identification of potential areas of development
We rely on our experience and ability of our management to evaluate potential locations. We have a team dedicated to
continuously seeking developable lands in desirable locations on which to construct suitable projects. Once potential
lands are identified, we undertake site visits and extensive feasibility studies, which include detailed analysis of the
factors including regional demographics, suitability of the site for the proposed project, feasibility of construction and
quality of area infrastructure, financial viability of the project, regulatory issues, title searches and related legal due
diligence, environmental issues, market trends and the costs for land improvements and construction and potential
pricing of units once developed.
As part of such a feasibility study, we also consider the effect that certain factors may have in restricting our ability to
develop the land including restrictions on saleable square footage – FAR and FSI, that we may build, land coverage
limitations and structure height restrictions. After conducting our analysis, we consider the type of project that would
be most suited for development on the land being evaluated.
Our senior management team then makes a final decision with respect to the location, nature, financial feasibility and
scope of each project to be undertaken by us on the proposed site.
ii.
Evaluation of applicable laws and requisite approvals
When assessing the feasibility of a new project, it is imperative to become familiar with the legal regime governing the
land on which the new project will be developed, since legal regimes vary from state to state. We obtain and scrutinize
available approved final development plans by the local state / town planning authorities for checking the current status
as well as the proposed status in the different zones like residential, commercial, industrial, etc. We evaluate the factors
that affect the obtaining of approvals required for the implementation of the project. The approvals generally required
for a real estate development project include approval of the building plans, approval of layouts, approvals related to
certain infrastructure facilities such as power and water and land-use approvals such as, in some instances, for the
conversion of agricultural lands to non-agricultural lands. Similarly, approvals from the fire authorities are often
required for projects that involve the construction of high-rise buildings. Building completion certificates are obtained
from the appropriate authorities after the projects have been completed in accordance with applicable law.
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iii.
Acquisition of title and/or development rights of land
After a decision has been made to proceed with an acquisition of land or land development rights, we take the
necessary steps to acquire the land. We enter into negotiations with a seller of land or land development rights in order
to reach a preliminary acquisition agreement, usually memorialized in a Memorandum of Understanding. However, we
generally do not finalize the acquisition until all required approvals and permits have been received from the relevant
regulatory authorities and we have completed our due diligence on the land. We endeavour to obtain valid title to our
lands and we will not acquire land until we are satisfied that all title defects have been rectified or are in the advanced
stages of being removed. Following title clearance, we either acquire the land or enter into a joint development
agreement with the owners.
Whenever possible, we obtain legal opinions that confirm our title to the land or development rights purchased from
third parties. Our land acquisitions are financed with internal cash resources of the Company. In this process, we
acquire land or development rights over lands through the following models:
(i) Purchase of Land directly from title holders
We purchase land directly from title holders. We are particular about formalizing the transfer of title and due recording
of such transfer in the appropriate land records. We execute conveyance deeds in respect of such properties in order to
acquire clear title to the property. In cases where agricultural lands are being acquired by us and conversion from
agricultural land to non-agricultural is required, we may (a) either acquire the land and apply for conversion prior to the
completion of the sale, or (b) in the event there are minimum area requirements for application for conversion from
agricultural land to non-agricultural land, applications may be made jointly by us and the title holders and upon the
receipt of the permission for change in use of land, the land and permission for conversion may be transferred to us at
our option or the land may be developed by us in arrangement with the title holders.
(ii) Allotment by Government Authorities
We also acquire land on freehold basis or leasehold (for periods which typically vary between ninety years with the
concerned development authority. Once the land is purchased or leased by us, we develop the various plots into
residential or commercial units and realize the sales proceeds of the plots or buildings built thereon from the customers.
We then develop this land corresponding to the terms of the approvals and prescribed usages and market the same. An
advantage of acquiring land by this process is that such lands are typically free from any defects of title, the land use
and pattern of development is pre-determined and the time required in obtaining approvals is reduced, thereby resulting
in early launch of the project and improved cash flows. In certain cases the authorities prescribe certain charges on
resale of built-up areas by the buyers (in cases where land is acquired on leasehold) and such conditions are to be
complied with by the buyers.
(iii) Acquisition of land by subsidiaries and group companies
We also advance money to our subsidiaries and to group companies with whom we enter into MOUs and collaboration
agreements to acquire lands identified by us for development of real estate projects. We get the sole right to develop
and market such lands. We adjust the cost of acquisition of the land, including other expenses and costs incurred by the
other entity against the money advanced by us. We transfer a pre-determined developed area to the other entity as
consideration.
(iv)Acquisition of development rights involving other entities
We acquire the right to develop properties through collaboration with other entities. These other entities are title
holders of lands and we act as the developers. Typically, the project is conceived and developed by us in accordance
with the terms of our agreement with the other party. The title holder is typically given the option, as consideration, to
either share the sale proceeds or area in a pre-determined proportion which may range approximately between 20% to
65% depending upon the nature of the project and the location of the land or to receive a pre determined percentage of
the developed area which he may market at his cost and expense.
2.
Project Execution Process
a. Project designing and clearances
The project execution process commences with us making an application for grant of licence and subsequently
obtaining requisite regulatory approval viz. Letter of Intent (LoI). And during the course of obtaining this LoI, and
subsequently, we keep obtaining necessary regulatory approvals from the respective authorities including
environmental, water and power approvals. After a detailed review of the site parameters, we formalize an architectural
brief based on the project concept which is subsequently finalized with selected architects, structural and other external
Triveni Infrastructure Development Company Limited
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consultants. The architect appointed by us provides us with the structural design of the project as well as the estimates
of the requirements for manpower, materials, machinery.
After we have submitted our initial plans for approval, we usually receive information of disapproval from the relevant
regulatory body which sets forth necessary changes to be made to our design proposal before approval may be granted.
Upon amending our proposals to reflect such changes, we receive a commencement certificate / approved building
plan, which allows us to commence construction on the land in accordance with our proposals.
Our in-house planning and development team consults with independent project planners and architects, if necessary,
with respect to larger scale projects or where special expertise is required. Generally, depending upon the size and
complexity of a project, it takes approximately one to two months to complete the planning and design phase and to
obtain all necessary approvals and permits required to commence work.
b. Project planning and construction
Once the design and the estimates for the project have been finalized, we set up a project team under the supervision of
the person in-charge of the project who is the central co-ordinating person who reports to the senior management of our
Company. The purchase of materials is centralized and is based on the estimates given by the planning division or the
architect, as the case may be. Our planning and development team models the procurement process in conjunction with
our finance and accounting teams in order to more precisely budget for the project and assist our sales and marketing
team with pricing of the project.
During this stage, contractors will be selected, usually through an open tender process. Materials procurement contracts
are entered into directly between us and the suppliers, while large scale equipment such as bulldozers are provided by
third party building contractors. We generally engage suppliers and contractors with whom we have relationships. We
use multiple suppliers and contractors and we believe we would have no difficulty replacing a particular supplier or
contractor if necessary. Our personnel retain all on-site project management and oversight roles, while construction
labour is provided by a building contractor.
For our projects, we enter into service/supply orders. We are not dependent on any single contractor/builder/supplier
for our construction activities. The orders are placed by us either on the basis of one-to-one negotiations or on a tender
and competitive bidding process. We ensure that the raw material requirements of each project are satisfied in a timely
and cost effective manner. We ensure that raw materials and other goods and services sourced from third party vendors
are delivered in a timely manner, payment is made to suppliers in a timely manner, scrap on project sites is effectively
disposed and also to develop relationships with vendors.
c. Project monitoring and management
We conduct regular site visits and have developed a system of internal reporting for monitoring of the status and stage
of all the projects being developed by us at any given point of time through a information system. This ensures that we
minimize time and cost overruns.
We closely monitor the development process, construction quality, actual and estimated project costs and construction
schedules. We are in the process of implementing an ERP System which will fully integrate all our operations and
would help us pay particular attention to the product design process and carefully consider quality and choice of
materials to eliminate building deficiencies. The external consultants may continue to advise us during the course of
the project and the management undertakes the supervisory role of vetting the drawings and designs submitted by the
architect and implementing the same through contractors.
When construction is complete, we receive an occupancy certificate from the relevant regulatory body and finally, if
the projects have been completed in accordance with applicable law, we receive a building completion certificate.
3.
Sales and Marketing
a.
Selling through various channels
Our marketing and sales team consisting of 15 professionals are involved right from project commencement, assisting
with the identification of lands to be acquired and analyzing the economic viability of a project. We believe this
involvement from the beginning of the process ensures that we properly identify appropriate types of development
opportunities and tailor our pricing to fit the relevant markets. Different projects are targeted at different consumer
sectors and we are able to earn better margins on higher end projects. In new and rapidly evolving real estate markets,
this ability to analyze project economics is critical to our business.
Triveni Infrastructure Development Company Limited
Page 60
We employ various marketing approaches depending on size and nature of the project. Our company adopts a three
pronged marketing strategy as explained below:
•
Direct Sales: We maintain a data base of our existing customers who become our prospects for our future projects.
Our direct sales team interacts closely with the customers and closes the sales. These include launch events,
corporate presentations, web marketing, direct and indirect marketing, as well as newspaper and outdoor
advertising. We also use the route of telephonic and electronic marketing.
•
Channel Sales: We have a network of approximately 294 brokers / dealers / property consultants as on March 31,
2008 who are our channel partners and help us market our various projects.
•
Tie-ups with Corporates: We tie-up with Corporates whereby we market our developments to their employees, to
name a few Border Security Force, Gas Authority of India Limited, Tata Consultancy Services, Defence Force,etc.
•
Participation in public forums such as exhibitions, conferences, etc. organized by various industry bodies
We prefer to market our properties directly to our customers. We liaise with various banks like Punjab National Bank,
Oriental Bank of Commerce, etc. and housing finance companies like LIC Housing Finance etc. to provide our
customers with convenient access to finance in order to purchase their apartments. A client servicing team services the
customer from after the booking process, through to the transfer of property to the new owner.
b.
Handover of the completed project
Our quality and service initiatives include taking customers on a comprehensive tour of their chosen homes prior to
closing, and using customer survey results to continuously improve our standards of quality and customer satisfaction.
We transfer the title or lease hold rights, as the case may be, to the customer upon the completion and closing of the sale
of the property. We ensure the entire consideration is paid to us prior to the transfer of title or before possession is
handed over, whichever is earlier. After all of the properties within a project are sold to the customers, the day-to-day
management and control of the development is generally relinquished to a society of the owners.
c.
After sales services
We manage all of our residential developments and provide property management services for a limited time, until the
formation of any association for each of our residential projects. We have a dedicated customer care manager who can
be contacted by the customers directly. The prime responsibility of the Customer Response Cell is to take on record
complaints or feedback received from existing and prospective customers and clients through mails or through
telephone and forwards the same to the appropriate team for immediate action. We seek to foster good relations with
our customers and to keep in touch with them by sending periodic newsletters and mail pieces.
We selectively appoint legal firms like Hemant Chaudhri & Co. for their expert advice on legal and title clearance matters.
We have our team of architects, town planners, design consultants and project management consultants viz. ‘The Firm’, ‘D
Q Consultants’, etc. whom we appoint for our projects. These consultants in turn further have their own team of contractors
appointed through an open tender, viz. ‘Astor Home Developers’, ‘Ascent Construction P. Ltd.’, ‘Rose Constructions’, etc.
We do appoint renowned design consultants for structural and designing of our projects viz. SAA International Limited,
Mauritius, to work in consultation with our architects. The scope of project work like masterplanning and concept design
may be shared between the project management consultant and design consultant on project to project basis.
Human Resources
We continuously endeavour to employ the best talents in the industry. We believe that our employees contribute
significantly to our business growth and success. We focus on retaining besides hiring our human resource. We make
serious efforts to impart training and development to newly hired professionals and view this process as a necessary tool to
maximizing performance of employees. Our work force consists of (i) our permanent employees, (ii) consultants who are
engaged by us on a contractual basis to assist in the architectural and structural design of our projects and, (iii) contractors
who are engaged by us on a contractual basis and who employ labourers to work at project sites. In order to engage contract
labourers for projects sites we are required to be registered under certain regulations. We are not registered under these
regulations.
As on December 31, 2007 we have a total of 121 employees of which 51 are on the permanent rolls of the company. We do
not count any manpower employed by our sub-contractors as our employees.
Triveni Infrastructure Development Company Limited
Page 61
Number of Employees
Period Ended
Dec 31, 2007
Permanent Strength
*includes employees before incorporation
51
FY 2007
FY 2006*
FY 2005*
52
31
9
Insurance
We maintain comprehensive insurance coverage with various Insurance Companies for all of our projects. Our insurance
includes coverage for fire, cash transfer, cash handling, fidelity, work in progress, raw materials, accident and general
insurance. We do not have coverage for contractor’s liability, timely project completion, loss of rent or profit and defects in
the quality of materials used. In the event our insurance policies are insufficient to meet any liability or contingency arising
in the course of our operations or in the event we do not have insurance cover in respect of any such liability or contingency,
it may have a material adverse effect on our business and operations.
Details of various insurance policies taken by the company are as under:
Sr.
No
Type of
Insurance
Policy
Insurer & Policy/Cover
Note No.
Validity
Premium
Paid
1.
Contractors
Plant &
Machinery
Policy
Contractors
Plant &
Machinery
Policy
Contractors
Plant &
Machinery
Policy
Commercial
Vehicle Package
Policy
3,575,000
Greaves Batching Plant
2007,
SL No. GHZP25369
Bajaj Allianz General
Insurance Company Ltd
Policy No. OG-08-11010410-00000065
Bajaj Allianz General
Insurance Company Ltd
Policy No. OG-08-11010410-00000066
Bajaj Allianz General
Insurance Company Ltd
Policy No. OG-08-11010410-00000067
Bajaj Allianz General
Insurance Company Ltd
Policy No. - OG-08-11011811-00000305
27.09.08
20,284
1,800,000
Greaves Concrete Pump
2007,
SL No. SH 4692
27.09.08
12,195
1,800,000
Greaves Concrete Pump
2007,
SL No. SH 4691
27.09.08
12,195
2,151,750
Tata Mobile - Mixer 2007,
21.09.08
29,726
5.
Commercial
Vehicle Package
Policy
2,151,750
Tata Mobile - Mixer 2007,
Bajaj Allianz General
Insurance Company Ltd
Policy Note No. OG-081101-1811-00000306
21.09.08
29,726
6.
Commercial
Vehicle Package
Policy
2,151,750
Tata Mobile - Mixer 2007,
Bajaj Allianz General
Insurance Company Ltd.
Policy No. OG-081101-1811-00000307
21.09.08
29,726
7.
Commercial
Vehicle Package
Policy
2,151,750
Tata Mobile - Mixer 2007,
Bajaj Allianz General
Insurance Company Ltd
Policy No. - OG-08-11011811-00000310
21.09.08
29,726
8.
Private Car
Package Policy
303,779
Vehicle Tata Indica DLS
DL 3CAS 7653
26.02.09
6,202
9.
Motor Vehicle
Insurance Policy
1,000,000
Vehicle Skoda RS Combi
UP 80 AR 9999
ICICI Lombard General
Insurance Co. Ltd.
Policy No. 3001/1368763
/00/000
National
Insurance
Company Limited
Cover
note
No.
460603251375
14.02.09
17,900
2.
3.
4
Sum
Insured
(Rs.)
Particulars of Asset
Insured
Triveni Infrastructure Development Company Limited
Page 62
10.
Private Car
Package Policy
1,025,000
Vehicle Ford Endeavour DL
3C AN1026
Cholamandalam
MS
General
Insurance
Company Limited
Cover Note No – 5033812
ICICI Lombard General
Insurance Co. Ltd.
3001/53812177/00/800
23.05.08
34,531
11.
Private Car
Package Policy
273,153
Vehicle Tata INDICA DLG
E-3
DL-3C -AJ-6803
01.04.09
6217
12.
Private Car
Package Policy
1,344,000
Skoda Laura
DL-3CAJ-9101
18.10.08
31,430
02.04.09
31,430
7,927,750
Vehicle BMW 730LD
HR26 AN1872
Reliance
General
Insurance
Cover
Note
No.
200700597873
Bajaj Allianz General
Insurance Company Ltd
Cover
Note
No
PC0611927449
ICICI Lombard General
Insurance Co. Ltd.
3001/52017984/00/000
13.
Private Car
Package Policy
1,344,000
Skoda Laura
DL 3C A 1902
14.
Private Car
Package Policy
17.06.08
2,41,139
15.
Private Car
Package Policy
600,000
14.11.08
27,574
16.
Private Car
Package Policy
3,454,898
Vehicle Honda Civic DL3C Bajaj Allianz General
AK7385
Insurance Company Ltd
Policy No. - DG-08-11041801-00017667
Vehicle Mercedes E 280
ICICI Lombard General
HR26 AJ1872
Insurance Co. Ltd.
Cover Note No 53615442
02.03.09
70,321
17.
Private Car
Package Policy
6,910,893
Vehicle Mercedes S classHR26 AM1872
01.06.08
2,10,587
18.
Private Car
Package Policy
1,265,171
Vehicle Mercedes C class
UP80 AE1872*
ICICI Lombard General
Insurance Co. Ltd.
Policy No 3001/51923332/
00 / 000
ICICI Lombard General
Insurance Co. Ltd.
3001/53511113/00/B00
13.02.09
28,106
19.
Private Car
Package Policy
3,506,568
Vehicle BMW X5
DL8C NA1872*
ICICI Lombard General
Insurance Co. Ltd.
3001/53450152/00/B00
04.02.09
86,400
20.
Private Car
Package Policy
750,000
Vehicle Skoda Octavia
UP80 AR1872
National Insurance Co.
Ltd.
461404/31/07/610002385
08.06.08
21,089
21.
Private Car
Package Policy
567,000
Vehicle Skoda Octavia
UP80 AH1872*
ICICI Lombard General
Insurance Co. Ltd.
3001/53864122/00/80
02.04.09
16,793
22.
Private Car
Package Policy
795,420
Vehicle Honda Accord
UP 80 AC1872*
ICICI Lombard General
Insurance Co. Ltd.
Cover note no.5111861
08.06.08
24,346
23.
Private Car
Package Policy
1,278,700
Ashok Leyland Truck
HR -38 N 9512
ICICI Lombard General
Insurance Co. Ltd.
Cover note no.5885886
19.09.08
18,025
24.
Private Car
Package Policy
1,278,700
Ashok Leyland Truck
HR -38 N 9446
ICICI Lombard General
Insurance Co. Ltd.
Cover note no.5885884
19.09.08
18,025
Triveni Infrastructure Development Company Limited
Page 63
25.
Private Car
Package Policy
1,278,700
Ashok Leyland Truck
HR -38 N 9510
ICICI Lombard General
Insurance Co. Ltd.
Cover note no.5885885
19.09.08
18,025
Private Car
Package Policy
1,278,700
Ashok Leyland Truck
HR -38 N 9448
ICICI Lombard General
Insurance Co. Ltd.
Cover note no.5885887
19.09.08
18,025
26.
Standard Fire &
Special Peril
Policy
20,000,000
National Insurance Co Ltd
461401/11/08/3100000018
09.04.09
12,303
27.
Standard Fire &
Special Peril
Policy
45,000,000
National Insurance Co Ltd
461401/11/08/3100000019
09.04.09
18,393
28.
Standard Fire &
Special Peril
Policy
8,000,000
Building, Furniture & Fixture
including Electrical Fittings,
Office Equipments etc.
situated at Sec- 62, Noida
Building, Electrical Fittings,
Wiring, Glasses etc. situated
at C-691, New Friends
Colony, New Delhi (Insured
name – Mrs Urvashi & Puja
Mittal)
Building, Electrical Fittings,
etc. situated at 26/253,
Sultanganj
National Insurance Co Ltd
461401/11/08/3100000022
09.04.09
4,522
29.
Standard Fire &
Special Peril
Policy
5,000,000
National Insurance Co Ltd
461401/11/08/3100000021
09.04.09
2,873
30.
Standard Fire &
Special Peril
Policy
2,000,000
National Insurance Co Ltd
461401/11/08/3100000020
09.04.09
8,933
31
Standard Fire &
Special Peril
Policy
27,261,773
National Insurance Co Ltd
461401/11/08/3100000017
09.04.09
16,741
32.
Contractors
Plant &
Machinery
Policy
Contractors
Plant &
Machinery
Policy
Contractors
Plant &
Machinery
Policy
Standard Fire &
Special Peril
Policy
1,100,000
Building, Wiring, Glasses,
Tin, Sheds, Body Workshop
situated at Highway No. 02 ,
Agra, Mathura Delhi
Building, Furniture & Fixture
including Electrical Fittings,
Office Equipments etc.
situated at R-13, II floor, G K
– I (Insured name – Madhur
Mittal & Sumit Mittal)
Furniture, Fixture & Fittings
including Electrical Fittings,
and Office Inter, AC, LCD &
Security System situated at
R-13, II floor, G K – I, New
Delhi
DG set 125 KVA 2008
Bajaj Allianz General
Insurance Company Ltd
Cover note no. 4694569
27.03.09
9,720
402,000
DG set 62.5 KVA 2008
Bajaj Allianz General
Insurance Company Ltd
Cover note no.4694576
27.03.09
4,541
1,750,000
Greaves Concrete Pump
2008
Bajaj Allianz General
Insurance Company Ltd
Cover note no. 4694570
27.03.09
12,003
460,000,000
Building in ProcessResidential Group Housing
and Material Site
National Insurance Co Ltd
461401/11/08/3100000061
16.04.09
1,45,366
36.
Standard Fire &
Special Peril
Policy
160,000,000
Building in ProcessResidential Group Housing
and Material Site
National Insurance Co Ltd
461401/11/08/3100000062
16.04.09
50,562
37.
Standard Fire &
Special Peril
Policy
160,000,000
Building in ProcessResidential Row Villas and
Material Site
National Insurance Co Ltd
461401/11/08/3100000063
16.04.09
50,562
33.
34.
35.
Triveni Infrastructure Development Company Limited
Page 64
38.
Standard Fire &
Special Peril
Policy
31,000,000
Building in Process- Delux
Luxury Apartments and
Material Site
National Insurance Co Ltd
461401/11/08/3100000064
16.04.09
6,636
39.
Burglary
Insurance
5,000,000
National Insurance Co Ltd
461401/46/08/7500000021
15.04.09
1,405
40.
Burglary
Insurance
10,000,000
National Insurance Co Ltd
461401/46/08/7500000019
16.04.09
2,809
41.
Burglary
Insurance
1,000,000
National Insurance Co Ltd
461401/46/08/7500000020
16.04.09
281
42.
Burglary
Insurance
5,000,000
National Insurance Co Ltd
461401/46/08/7500000018
16.04.09
1,403
43.
Fire Insurance
Interim
Protection Note
580,000,000
National Insurance Co Ltd
360501/11/08/3300000073
16.04.09
2,23,380
44.
Burglary
Insurance
20,000,000
Stocks in trade, Goods held
in trust/commission,
Furniture, Fixture, Fitting,
Coins/Currency notes
situated at National
Highway-02 Agra Delhi
Road, Vridavan dist,Mathura
Stocks in trade, Goods held
in trust/commission,
Furniture, Fixture, Fitting,
Coins/Currency notes
situated at Sector-89
Faridabad
Stocks in trade, Goods held
in trust/commission,
Furniture, Fixture, Fitting,
Coins/Currency notes
situated Plot no 17, North
Vijay Nagar Colony Agra
Stocks in trade, Goods held
in trust/commission,
Furniture, Fixture, Fitting,
Coins/Currency notes
situated at Village Mehraulli
National Highway-24,
Ghaziabad
Building in course of
construction including
material lying at the site
situated at village Faridpur &
Fazzupur, Sector -78,
Faridabad, Haryana
Stocks of Shuttering
Material,Cement, Brick and
other building materials
situated at village Faridpur
& Fazzupur, Sector 78
Faridabad, Haryana
National Insurance Co Ltd
360501/46/08/7500000023
16.04.09
2,247
*These Vehicles are in the name of erstwhile partners of M/s Triveni Infrastructure Development Co. and were appearing as Fixed Assets
in the name of the erstwhile partnership firm which was taken over by the company upon incorporation.
Competition
The real estate development industry in India, while fragmented, is highly competitive. We expect to face competition from
large domestic as well as international property development and construction companies as a consequence of, among other
things, the relaxation of the FDI policy for the real estate sector, rising government expenditures on infrastructure and
various policy initiatives for the development of SEZs. Moreover, as we may diversify our regional focus, we may face the
risk that some of our competitors may be better known in other markets, enjoy better relationships with landowners and
international joint venture partners, gain early access to information regarding attractive parcels of land and be better placed
to acquire such land. Our competitors include real estate developers such as DLF Universal Limited, Unitech Limited, Ansal
Properties and Infrastructure Limited and Omaxe Limited amongst listed players and BPTP Limited amongst unlisted
players. We also expect to face competition in our new businesses from, among others, established construction firms, hotel
companies and various other business groups.
Health, Safety and Environment
We are committed to complying with applicable health, safety and environmental regulations and other requirements in our
operations. We have standard fire insurance policies in place in relation to our buildings. Further, to help ensure effective
implementation of our polices and practices, at the beginning of every project we identify all potential material hazards, evaluate
Triveni Infrastructure Development Company Limited
Page 65
all material risks and institute, implement and monitor appropriate risk mitigation measures. We believe that accidents and
occupational health hazards can be significantly reduced through the systematic analysis and control of risks and by providing
appropriate training to management, employees and sub-contractors.
Corporate Social Responsibility
We are a socially responsible company and have made significant efforts to preserve the environment in and around our
projects. We believe that great emphasis should be placed on social and community service involved in numerous social
causes. This attitude allows us to engage in numerous social activities with the wholehearted support of our employees.
Intellectual Property
Trade Marks Act, 1999
Applications for registration of our logo in its unique style as our Trade Mark / Service Mark to provide our services under
the classes 37 & 38 of Trade Marks Act, has been made by us and the Application Number has been allotted by the
Department. The details of such Trade Marks and Service marks are as under:
Service Marks applications made by the Company:
Sr.
No.
Service Mark
Classes
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
TRIVENI
TRIVENI REDEFINE YOUR NEEDS
TRIVENI SIGNATURE
TRIVENI HEIGHTS
TRIVENI PARADISE
TRIVENI CASTLE
TRIVENI RANGOLI
TRIVENI ORCHID TOWERS
TRIVENI ROYAL FARMS
TRIVENI GALAXY
37
37
37
37
37
37
37
37
37
37
Date of
Allotment of
Application No.
07.08.2007
07.08.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
05.03.2007
Application
Number Allotted
01887699
01587704
01534724
01534725
01534726
01534727
01534728
01534729
01534730
01536773
Service Marks applications made by the firm, Triveni Infrastructure Development Company, before incorporation of the
Company:
Sr.
No.
1.
2.
3.
4.
Service Mark
TRIVENI CITY
TRIVENI KRISHNA
VATIKA
TIDCO
TRIVENI
Classes
Application
Number
Allotted
01398530
01398531
Trade Mark
Journal No.
Advt. in Journal
Dated
37
37
Date of
Allotment of
Application No.
14.11.2005
14.11.2005
1378
1378
16.10.2007
16.10.2007
37
37
01.02.2006
01.02.2006
01418137
01418138
*
1378
*
16.10.2007
*Ordered to be advertised in the Trade Marks Journal
Note: We have made aforesaid applications for registration of our name and logo in its unique style as its Trade Mark / Service Mark.
However, pending such approval we will continue using the aforesaid name and logo which has been in usage in our normal course of
business since inception for our company, subsidiaries, associates and promoter group entities as disclosed in this Draft Red Herring
Prospectus and these names and logos does not represent with any other group/entities not mentioned herein.
Authorisation to allow the company to purchase one or more purchase order under the Microsoft Open License
program. License authorization number is 62106066ZZS0905 valid upto May 31, 2009
Information Technology
The company has incorporated current software systems in its business and operations. In addition to the standard software
like Microsoft XP, Foxpro and other systems used by the employees in the company, specialized software has also been
provided for the payroll, accounts and the purchase departments. We are in the process of implementing ERP financial
system across our operations and will integrate our commercial, accounts, purchase inventory, asset management and
property management functions in our company. We also maintain a website at www.triveni.net, the contents of which are
not incorporated into this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 66
Properties
Our registered and corporate office is located at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi - 110 019. The
aforesaid premises measuring 14,050 sq.ft. is leased to us for a fixed monthly rent of Rs. 2,248,000 (Rs.160/- per sq. ft.)
from M/s Nehru Place Hotels Limited, through its Director Mr. Raman Kumar Sood through a lease deed dated May 9,
2006, for the purpose of housing our administrative office for a period of three years beginning May 1, 2006.
Besides, we have leased our owned property admeasuring approximately 1375 square meters located at Noida, District
Gautam Budha Nagar, UP to Triveni Media Limited, one of our Promoter Group Company, at an annual lease of
Rs.600,000/- from April 1, 2007. The term of the lease will end on March 31, 2010.
Further, a property, located at R-13, IInd floor, GK-1, New Delhi of an area admeasuring approximately 418.22 square
meters, which was originally purchased by Mr. Sumit Mittal and Mr. Madhur Mittal, the partners of the erstwhile
partnership firm, Triveni Firm, is lying in our books of accounts. This is pursuant to the purchase of Triveni Firm by us at
the book value of its assets and liabilities as on March 31, 2006.
Triveni Infrastructure Development Company Limited
Page 67
KEY INDUSTRY REGULATIONS AND POLICIES
Our Company is involved in the real estate development businesses. The real estate and construction sector in India is
governed by central and state legislations that regulate the substantive and procedural aspects of the acquisition and transfer
of land, construction of housing and commercial establishments.
As the real estate and construction industry in India operates in a largely fragmented manner, with each State prescribing its
own regulations. Our company is subject to the various laws which provide for the acquisition of the land, its registration
and related aspects like payments of stamp duty, local legislation providing for the regulation and supervision of building
and residential premises and certain other state specific laws. Our projects require, at various stages, the sanction of the
concerned authorities under the relevant state legislation and local bye-laws. Given below is a brief description of the
various legislations, i.e Central and State that are currently applicable to the business carried on by us. Investors are advised
to undertake their independent study in relation to the regulations applicable to us, for carrying out our business in various
States in India
Central laws:
1. Laws Relating to Land Acquisition and Land Use
i) Urban Land (Ceiling & Regulation) Act, 1976, as amended (the “Urban Land Ceiling Act”)
The Urban Land (Ceiling & Regulation) Act, 1976 prescribes the limits to urban areas that can be acquired by an entity. The
Urban Land Ceiling Act also provides for the imposition of a ceiling on vacant land in urban areas, acquisition of excess
land by the Government and the regulation of construction of buildings on such land to prevent the concentration of land in
the hands of a few individuals and regulates construction of buildings to bring about equitable distribution of urban land.
It has been repealed in some states and union territories under the Urban Land (Ceiling & Regulation) Repeal Act, 1999.
The Repeal Act, however, shall not affect the vesting of the vacant land, which has already been taken possession by the
State Government or any person duly authorised by the State Government in this regard under the provisions of ULCRA.
The repeal of the Act, it is believed, has eliminated the large amount of litigation and released huge chunks of land into the
market.
ii) Land Acquisition Act, 1894, as amended (the “Land Acquisition Act”)
Land holdings are also subject to the Land Acquisition Act, 1894 which provides for the compulsory acquisition of land by
the appropriate government for public purposes including planned development and town and rural planning. However, any
person having an interest in such land has the right to object and the right to compensation.
The award of compensation must be made within two years from date of declaration of the acquisition. Any person who
does not accept the compensation awarded may make an application for the matter to be referred to the appropriate civil
court, whether his objection be to the quantum of compensation, the apportionment of the compensation among the persons
interested, etc.
iii) Rent Control Act
Rent legislation in India has been in existence for a very long time. Rent legislation provides payment of fair rent to
landlords and protection of tenants against eviction. Besides, it effectively allows the tenant to alienate rented property.
Various states and union territories have formulated their own Rent Control Legislations, with respect to regulating
chargeable rents, recovery and possession of the property and tenancy rights.
iv) Property Tax
Property tax is a levy charged by the municipal authorities for the upkeep of basic civic services in the city. In India, it is the
owners of property who are liable for the payment of municipal taxes. Generally, the property tax is levied on the basis of
reasonable rent at which the property might be let from year to year. The reasonable rent can be actual rent if it is found to
be fair and reasonable. In the case of un-let properties, the rental value is to be estimated on the basis of letting rates in the
locality.
v) The Easements Act, 1882
The law relating to easements is governed by the Easements Act, 1882. The right of easement is derived from the ownership
of property and has been defined under the Easements Act to mean a right which the owner or occupier of land possesses for
the beneficial enjoyment of that land and which permits him to do or to prevent something from being done in respect of
Triveni Infrastructure Development Company Limited
Page 68
certain other land not his own. Under this law an easement may be acquired by the owner of immovable property, i.e. the
dominant owner, or on his behalf by the person in possession of the property. Such a right may also arise out of necessity or
by virtue of a local custom.
vi) Specific Relief Act, 1963
As per the act the specific relief can be granted only for the purpose of enforcing individual civil rights. A person entitle to
the possession of the specific immovable property may recover it in the manner provided in Code of Civil Procedure and
any person dispossessed without his consent of immovable property, otherwise than in due course of law, can recover
possession by a suit filed within six months from the date of dispossession. Unless the contrary is proved, in a suit for
specific performance of a contract, the Court shall presume that a contract to transfer immovable property is one in which
monetary compensation for its non-performance would not afford adequate relief. No appeal shall lie from any order or
decree passed in any such suit, nor shall any review of such order or decree be allowed.
vii) Indian Contract Act, 1872
Indian Contract Act codifies the way we enter into a contract, execute a contract, implement provisions of a contract and
effects of breach of a contract. The Act consists of limiting factors subject to which contract may be entered into, executed
and breach enforced. It only provides a framework of rules and regulations which govern formation and performance of
contract. The rights and duties of parties and terms of agreement are decided by the contracting parties themselves. The
court of law acts to enforce agreement, in case of non-performance.
2. Laws Regulating Transfer of Property:
i) Transfer of Property Act, 1882
The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by
the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the general
principles relating to the transfer of property including among other things identifying the categories of property that are
capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed
on the transfer and the creation of contingent and vested interest in the property.
ii) Registration Act, 1908
The Registration Act, 1908 (“Registration Act”) has been enacted with the object of providing public notice of the execution
of documents affecting a transfer of interest in immoveable property. The purpose of the Registration Act is the conservation
of evidence, assurances, title, and publication of documents and prevention of fraud. It details the formalities for registering
an instrument.
Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, among other
things, (a) Instruments of gift of immovable property; (b) other non-testamentary instruments which purport or operate to
create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or
contingent, to or in immovable property; (c) non-testamentary instruments which acknowledge the receipt or payment of any
consideration on account of instruments in (2) above. (d) leases of immovable property from year to year, or for any term
exceeding one year, or reserving a yearly rent, Sales, mortgages (other than by way of deposit of title deeds) and exchanges
of immovable property are required to be registered by virtue of the Transfer of Property Act. Evidently, therefore, all the
above documents have to be in writing.
An unregistered document will not affect the property comprised in it, nor be treated as evidence of any transaction affecting
such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under
the T.P. Act or as collateral), unless it has been registered. Thus the doctrine of part performance dealt with under Section 53
A of the Transfer of Property Act and the provision of Section 49 of the Registration Act (which provide that an unregistered
document cannot be admissible as evidence in a court of law except as secondary evidence under the Indian Evidence Act)
together protect the buyer in possession of an unregistered sale deed and cannot be dispossessed. The net effect has been that
a large number of property transactions have been accomplished without proper registration.
iii) The Indian Stamp Act, 1899
There is a direct link between the Registration Act and the Indian Stamp Act, 1899 (“Stamp Act”). Stamp duty needs to be
paid on all documents which are registered and the rate varies from state to state. Instruments which are not duly stamped
are incapable of being registered or admitted in court as evidence of the transaction contained therein. Further, certain
government authorities have the power to impound insufficiently stamped documents.
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The rate of stamp duty in relation to the lease or conveyance of any immovable property is prescribed by the respective
states in which the land is situated and is usually charged as a percentage of the market value. All instruments chargeable
with duty are required to be stamped before or at the time of execution or immediately thereafter on the next working day
following the date of execution.
The Stamp Act prescribes a penalty not exceeding twice the amount of duty payable in respect of an instrument which is
insufficiently stamped. Once the deficient duty is paid, the instrument is admissible in courts as evidence of the transaction
in question.
3. Labour Laws
The employment of construction workers for our business is regulated by a wide variety of generally applicable labour laws,
including the Contract Labour (Regulation and Abolition) Act, 1970, the Minimum Wages Act, 1948, the Payment of Bonus
Act, 1965, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996,
the Payment of Wages Act, 1936 etc.
Some of these legislations which are significant for the conduct of the Company’s business are summarized below:
i) Contract Labour (Regulation and Abolition) Act, 1970
This legislation applies to every establishment in which twenty or more workmen are employed or were employed in the
past twelve months as contract labour and to every contractor employing or having employed in the past twelve months
twenty or more workmen. With the aim of regulating the employment of contract labour in certain establishments and to
abolish it in certain circumstances the Government has appointed an authority to ensure adherence to the provisions of this
Act.
ii) Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act
This legislation has been enacted with a purpose to regulate the employment and conditions of service of building and other
construction workers and as an effort to improve the conditions of the labourers by providing for their safety, health and
welfare measures. All enterprises involved in construction are required to be registered within 60 days from the
commencement of the construction works. The Construction Workers Act is applicable in every establishment which
employs or employed during the preceding year, 10 or more workers in building or other construction work. However, it
does not apply in respect of residential houses constructed for one’s own purpose at a cost of less than Rs. 0.1crore and in
respect of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply.
Every employer must give notice of commencement of building or other construction work within 60 days from the
commencement of the construction works. Comprehensive health and safety measures for construction workers have been
provided through the Building and Other Construction Workers (Regulation of Employment and Conditions of Service)
Central Rules, 1998.
The Construction Workers Act provides for constitution of safety committees in every establishment employing 500 or more
workers with equal representation from workers and employers in addition to appointment of safety officers qualified in the
field. Any violation of the provisions for safety measures is punishable with a fine or imprisonment or both.
iii) Building and other Construction Workers Welfare Cess Rules, 1998.
The cess levied under these rules is to be paid by the employer within thirty days of completion of the construction project
on the cost of construction incurred by the employer. This cess is levied with an intention of creating resources for the
development of the building and other construction workers.
iv) Payment of Wages Act, 1936
The Payment of Wages Act, 1936 applies to the persons employed in the factories and to persons employed in industrial or
other establishments where the monthly wages payable to such persons is less than Rs. 6500/- Person responsible for
payment of wages shall display in such factory or establishment, the abstracts of this Act and Rules made there under.
v) Payment of Bonus Act, 1965
The Payment of Bonus Act, 1965 is applicable on every establishment employing 20 or more employees. The said act
provides for payment of the minimum bonus to the employees specified under the Act. It further requires for the
maintenance of certain books and registers like register showing computation of the allocable surplus; register showing the
set on &set off of the allocable surplus and register showing the details of the amount of Bonus due to the employees.
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Further it also require for the submission of Annual Return (FORM ‘D’) deposited by the employer within 30 days of
payment of the bonus to the Inspector.
vi) Employee State Insurance Act, 1948
The Employee State Insurance Act, 1948 ("ESIA") aims to provide benefits for employees or their beneficiaries in case of
sickness, maternity, disablement and employment injury and to make provision for the same. It applies to, inter alia,
seasonal power using factories employing ten or more persons and non-power using factories employing 20 or more
persons. Every factory or establishment to which the ESIA applies is required to be registered in the manner prescribed in
the ESIA. In respect of such employees, both the employer and the employee must make certain contributions to the
Employee State Insurance Corporation. The ESIA states that a principal employer, who has paid contribution in respect of
an employee employed by or through an immediate employer, shall be entitled to recover the amount of the contribution so
paid from the immediate employer, either by deduction from any amount payable to him by the principal employer under
any contract, or as a debt payable by the immediate employer.
vii) Employees Provident Funds and Miscellaneous Provisions Act, 1952
Employees Provident Funds and Miscellaneous Provisions Act, 1952 ("EPFA") was introduced with the object to institute
provident fund for the benefit of employees in factories and other establishments. It provides for the institution of provident
funds and pension funds for employees in establishments, which employ more than 20 persons, and factories specified in
Schedule I of the EPFA. Under the EPFA, the Central Government has framed the "Employees Provident Fund Scheme",
"Employees Deposit-linked Insurance Scheme" and the "Employees Family Pension Scheme". The funds constituted under
these schemes consist of contributions from both the employer and the employees, in the manner specified in the statute. The
EPFA prescribes penalties for avoiding payments required to be made under the abovementioned schemes.
viii) Payment of Gratuity Act, 1972
The Payment of Gratuity Act, 1972 ("PGA") was enacted with the objective to regulate the payment of gratuity, to an
employee who has rendered for his long and meritorious service, at the time of termination of his services. Gratuity is
payable to an employee on the termination of his employment after he has rendered continuous service for not less than five
years:
(a) on his/her superannuation;
(b) on his/her retirement or resignation;
(c) on his/her death or disablement due to accident or disease (in this case the minimum requirement of five years does not
apply).
The PGA establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field, plantation,
port and railway company; every shop or establishment in which ten or more persons are employed or were employed on
any day of the preceding twelve months; and in such other establishments in which ten or more persons are employed or
were employed on any day of the preceding twelve months, as the Central Government may, by notification, specify.
Penalties are prescribed for non-compliance with statutory provisions.
ix) Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set
up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other
rights and obligations of the employers and employees
x) Minimum Wages Act, 1948
The Minimum Wages Act, 1948 ("MWA") came into force with an objective to provide for the fixation of a minimum wage
payable by the employer to the employee. Under the MWA, every employer is mandated to pay the minimum wages to all
employees engaged to do any work skilled, unskilled, manual or clerical (including out-workers) in any employment listed
in the schedule to the MWA, in respect of which minimum rates of wages have been fixed or revised under the MWA. It
prescribes penalties for non-compliance by employers for payment of the wages thus fixed.
xi) Workmen’s Compensation Act, 1923
The Workmens Compensation Act, 1923 ("WCA") has been enacted with the objective to provide for the payment of
compensation to workmen by employers for injuries by accident arising out of and in the course of employment, and for
occupational diseases resulting in death or disablement. The WCA makes every employer liable to pay compensation in
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accordance with the WCA if a personal injury/disablement/loss of life is caused to a workman (including those employed
through a contractor) by accident arising out of and in the course of his employment.
In case the employer fails to pay compensation due under the WCA within one month from the date it falls due, the
commissioner appointed under the WCA may direct the employer to pay the compensation amount along with interest and
may also impose a penalty.
xii) Inter-State Migrant Workmen (Regulation of Employment And Conditions of Service) Act,
1979
This Act has been enacted with an aim to regulate the employment of inter-state migrant workmen and to provide for their
conditions of service. It is applicable to every establishment employing five or more inter-state migrant workmen or having
employed in the past twelve months and to every contractor who employs or who employed five or more inter-state migrant
workmen in the past twelve months.
Every Principal Employer of the establishment employing inter-state migrant workmen has to make an application for the
registration of the establishment in the prescribed manner and time. Also a contractor employing inter-state migrant
workmen has to obtain a license for the same from the licensing officer appointed for the purpose by the Central or the state
Government. The license is valid only for a specified period and requires to be renewed at its expiry.
The Act levies some duties on the principal employer and the contractor. The contractor is to provide for adequate wages,
medical facilities and other benefits while it is the responsibility of the principal employer to provide for the displacement
allowance and journey allowance to the workmen.
xiii) The Maternity Benefits Act, 1961
The purpose of the Maternity Benefit Act is to regulate the employment of pregnant women and to ensure that they get paid
leave for a specified period during and after their pregnancy. It provides, inter alia, for paid leave of 12 weeks, payment of
maternity benefits and enacts prohibitions on dismissal, reduction of wages paid to pregnant women, etc.
4. Environmental Regulations
The main purpose of these legislations is to regulate prevent and control pollution, by the setting up, inter alia of national
and regional Pollution Control Boards (PCBs) which monitor and enforce standards and norms in relation to air, water
pollution and other kinds of wastes causing environmental damage.
i) Water (Prevention and Control of Pollution) Act, 1974
The Act aims to prevent and control water pollution. This legislation provides for the constitution of a Central Pollution
Control Board and State Pollution Control Boards. The functions of the Central Board include coordination of activities of
the State Boards, collecting data relating to water pollution and the measures for the prevention and control of water
pollution and prescription of standards for streams or wells. The State Pollution Control Boards are responsible for the
planning for programmes for prevention and control of pollution of streams and wells, collecting and disseminating
information relating to water pollution and its prevention and control; inspection of sewage or trade effluents, works and
plants for their treatment and to review the specifications and data relating to plants set up for treatment and purification of
water; laying down or annulling the effluent standards for trade effluents and for the quality of the receiving waters; and
laying down standards for treatment of trade effluents to be discharged. This legislation debars any person from establishing
any industry, operation or process or any treatment and disposal system, which is likely to discharge trade effluent into a
stream, well or sewer without taking prior consent of the State Pollution Control Board.
The Central and State Pollution Control Boards constituted under the Water Pollution Act are also to perform functions as
per the Air Pollution Act for the prevention and control of air pollution.
ii) Air (Prevention and Control of Pollution) Act, 1981
The Act aims for the prevention, control and abatement of air pollution. It is mandated under this Act that no person can,
without the previous consent of the State Board, establish or operate any industrial plant in an air pollution control area.
iii) Environment (Protection) Act, 1986 & Environment Protection Rules, 1986
The Central Government has been vested with powers to lay down standards for the quality of environment in its various
aspects, standards for emission or discharge of environmental pollutants from various sources and to restrict areas in which
operations or processes cannot be carried out or shall be carried out subject to certain safeguards. In case of offences by
companies, the person who was in charge at the time of the commission of the offence shall be deemed to be guilty.
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iv) Forest (Conservation) Act, 1980
With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments from making any order
directing that any forest land be used for a non-forest purpose or that any forest land is assigned through lease or otherwise
to any private person or corporation not owned or controlled by the Government without the approval of the central
government. The Ministry of Environment and Forests mandates that Environment Impact Assessment (EIA) must be
conducted for projects. In the process, the Ministry receives proposals for the setting up of projects and assesses their impact
on the environment before granting clearances to the projects.
5. Tax Related Legislations
i) Value Added Tax, 2005
Value Added Tax (VAT) is charged by laws enacted by each State on a sale of goods affected in the relevant States. VAT is
a multi-point levy on each of the entities in the supply chain with the facility of set-off of input tax that is the tax paid at the
stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value addition in the
hands of each of the entities is subject to tax.
In the case of construction contracts, VAT is charged on the value of property in goods transferred contracts. VAT is
payable on road construction contracts. VAT is not chargeable on the value of services which do not involve a transfer of
goods. Periodical returns are required to be filed with the VAT Department of the respective States by the Company.
ii) Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every Domestic /Foreign Company whose income is taxable under the provisions of
this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1) every
Company is required to file its Income tax Return for every Previous Year by 31st October of the Assessment Year .Other
compliances like those relating to Tax Deduction at Source, Fringe Benefit Tax, Advance Tax, Minimum Alternative Tax
and like are also required to be complied by every Company.
iii) Central Sales Tax Act, 1956
In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a return in
Form I (monthly/ quarterly/ annually) as required by the State Sale Tax laws of the assessee authority together with treasury
challan or bank receipt in token of the payment of taxes due. Our Company has wherever required, either obtained or has
applied for registration under the Act for its branches situated in different states.
iv) Service Tax
Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires a service provider of
taxable services to collect service tax from a service recipient and pay such tax to the Government. Several taxable services
are enumerated under these service tax provisions which include construction services, including construction of residential
and commercial complexes. In accordance with Rule 6 of Service tax Rules the assesse is required to pay Service tax in TR
6 Challan by fifth of the month immediately following the month to which it relates. Further under Rule 7 (1) of Service Tax
Rules, the company is required to file a half yearly return in Form ST 3 by twenty fifth of the month immediately following
the half year to which the return relates.
State laws:
1. Urban Development Laws
Usually, land is classified under one or more categories, such as residential, commercial or agricultural. Land classified
under a specified category is permitted to be used only for such purpose. In order to use land for any other purpose, the
classification of the land needs to be changed in the appropriate land records by making an application to the relevant
municipal or land revenue authorities.
In addition, some state governments in India have imposed certain restrictions on the transfer of property within such states.
These restrictions include, among others, a prohibition on the transfer of agricultural land to non-agriculturalists, a
prohibition on the transfer of land to a person not domiciled in the relevant state and restrictions on the transfer of land in
favour of a person not belonging to a certain tribe.
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State legislations provide for the planned development of urban areas and the establishment of regional and local
development authorities charged with the responsibility of planning and development of urban areas within their
jurisdiction. Real estate projects have to be planned and developed in conformity with the norms established under these
laws and the regulations made thereunder and require sanctions from the government departments and developmental
authorities at various stages. Where projects are undertaken on lands which form part of the approved layout plans and/or
fall within the municipal limits of a town, the building plans of the projects typically have to be approved by the concerned
municipal or developmental authority.
Building plans are required to be approved for each building within the project area. Clearances with respect to other aspects
of development such as fire, civil aviation and pollution control are required from appropriate authorities. The approvals
granted by the authorities generally prescribe a time limit for completion of the projects. These time limits are renewable
upon payment of a prescribed fee. The regulations provide for obtaining a completion and/or occupancy certificate upon
completion of the project.
2. Development of Agricultural Land
The acquisition of land is regulated by state land reform laws which prescribe limits up to which an entity may acquire
agricultural land. Any transfer of land which results in the aggregate land holdings of the acquirer in the state to exceed this
ceiling is void, and the surplus land is deemed, from the date of the transfer, to have been vested in the state government free
of all encumbrances. When local authorities declare certain agricultural areas as earmarked for townships, lands are acquired
by different entities. After obtaining a conversion certificate from the appropriate authority with respect to a change in use of
the land from agricultural to non-agricultural for development into townships, commercial complexes etc. such ceilings are
not applicable. While granting licences for development of townships, the authorities generally levy development/external
development charges for provision of peripheral services. Such licences require approvals of layout plans for development
and building plans for construction activities.
The licences are transferable on permission of the appropriate authority. Similar to urban development laws, approvals of the
layout plans and building plans, if applicable, need to be obtained.
Regulations Regarding Foreign Investment
Foreign investment in the real estate sector is regulated by the relevant provisions of the Foreign Exchange Management
(Transfer of Issue of Security by a person Resident Outside India) Regulations, 2000 and the Master Circular on Foreign
Investment dated July 1, 2007 ("FEMA Regulations") and the relevant Press Notes issued by the Secretariat for Industrial
Assistance, GoI. Upon a collective review of the said FEMA Regulations and Press Notes, it transpires that the GoI has
permitted foreign direct investment ("FDI") of up to 100% under the automatic route in townships, housing, built-up
infrastructure and construction-development projects "Real Estate Sector"), subject to certain conditions enumerated in
Press Note No. 2 (2005 series). A short summary of the conditions is as follows:
(a) Minimum area to be developed is 10 hectares in case of serviced housing plots and 50,000 square metres in case of
construction development projects. Where the development is a combination project, it can be either 10 hectares or
50,000 square metres.
(b) Minimum capitalization of US$ 10 million for wholly owned subsidiary and US$ 5 million for a joint venture has been
specified and it is required to be brought in within six months of commencement of business of the company.
(c) Further, the investment is not permitted to be repatriated before three years from completion of minimum capitalization
except with prior approval from FIPB.
(d) At least 50% of the project is required to be developed within five years of obtaining all statutory clearances and the
responsibility for obtaining it is cast on the foreign investor. Further, the sale of undeveloped plots is prohibited.
(e) Compliance with rules, regulations and bye-laws of state government, municipal and local body has been mandated and
the investor is given the responsibility for obtaining all necessary approvals.
However, the Department of Industrial Policy and Promotion, Ministry of Commerce, Government of India, has through
letter dated May 4, 2006, clarified that investments in equity shares in public issues by FIIs is under Portfolio Investment
Scheme and the restrictions of Press Note 2(2005 series) are not applicable to FIIs. The Reserve Bank of India has also
clarified the same through letter dated May 12, 2006. Therefore, FIIs are allowed to participate in this Issue.
Note:
Non-residents other than FIIs, such as NRIs, FVCIs, multilateral and bilateral development financial institutions are not
permitted to participate in the Issue. As per the existing policy of the Government of India, OCBs cannot participate in this
Issue. Only resident Indians and FIIs are allowed to participate in this Issue.
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HISTORY AND CERTAIN CORPORATE MATTERS
Our History
Our promoters commenced business operations in real estate development through a partnership firm “Triveni Infrastructure
Development Company” incorporated on December 10, 2001, jointly with Mrs. Rajkumari Mittal and H.C. Mittal (HUF) as
its partners. Subsequently, we were incorporated as a company named “Triveni Infrastructure Development Company
Limited” on February 3, 2006 with primary object of taking over the existing business of this firm. We obtained the
Certificate of Commencement of Business on February 21, 2006. Triveni Infrastructure Development Company Limited
bought out the partnership firm at its book value of Rs.180.20 million as on March 31, 2006.
We commenced our business operations from the state of Uttar Pradesh and gradually expanded our operations to the whole
of NCR. Over the years, we have developed several residential and commercial projects delivering residential apartments,
housing villas, farm houses and commercial properties. Besides, our group housing, integrated township and IT Park
projects are planned and are in progress. In the past, we have marked our presence in the locations like Agra and have
subsequently moved to locations like Faridabad, Vrindavan, Ghaziabad, Rewari, Dharuhera, Delhi, Greater NOIDA and
Gurgaon. Over a period of time we have been moving to newer locations where we believe to have potential and strategic
business interests to our company. Today, we have evolved as one of the key player in real estate development in the fastest
growing regions in and around NCR.
Our land reserves including development rights are of approximately 343.64 acres, of which approximately121.61 acres
represent ongoing projects and approximately 222.03 acres represents planned projects which are under various stages of
approval for development. In addition we have identified land parcels of approximately 49.87 acres of land for our
forthcoming residential and commercial projects. Further, we have got access to land reserves to the tune of approximately
150.76 acres. Thus, the aggregated land bank including all our land reserves including development rights and access to land
reserves translates to an approximate area of 544.27 acres.
Changes in the Registered Office
Previous Registered Office
--
R13, IInd Floor, Greater
Kailash-I, New Delhi110048
New Registered Office
R13, IInd Floor, Greater
Kailash-I, New Delhi110048
7th Floor, Eros Corporate
Tower, Nehru Place, New
Delhi- 110019
Date of Change
Not Applicable
Reason for change
Not Applicable
September 10, 2007
Administrative convenience
Main Objects of our Company
The object clauses of our Company enable us to undertake the activities for which the funds are being raised in the ISSUE
and also the activities, which our Company has been carrying on till date.
Our main objects as contained in our Memorandum of Association are:
(i)
To takeover the entire running business of M/s Triveni Infrastructure Development Company, a Partnership
Firm having its office at R- 13, IInd Floor, Greater Kailash-I, New Delhi- 110048 engaged in the business of
developers, builders and constructors, designers, architecture of immovable properties and providing all types
of infrastructural services and facilities with all of its Assets and Liabilities on such terms and conditions as
may be mutually agreed upon. The said firm shall cease to exist after such takeover by the company after its
incorporation.
(ii)
To promote or acquire, in India or abroad, whether on own account on in association with others or for and on
behalf of others, by purchase, lease, exchange hire or manage, construct, reconstruct, alter, maintain, pull
down, improve, decorate renovate, furnish develop or otherwise any lands, pastures, waste lands, jungles,
agricultural tracts, roads, farms, houses, fishing tracts, buildings, houses, apartments, ware-houses, cold storage
shops, officers, mills and factories building, cinemas houses, multiplexes malls, industrial- sheds, hospitals,
nursing homes, dams, canals, reservoirs, bridges, hydel projects, power houses, funnels, culverts, channels,
sewage, gardens, farms, hereditaments and other immovable property of any kind of any right, concession
privilege, license, any interest in the same and to explore, cultivate, work construct, consolidate, connect,
subdivide, develop, sell, deal, re-invest, lease, license, alienate, assign or otherwise dispose of or transfer and
turn to account the same.
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(iii)
To execute, carry out, improve, construction work, in India and in any part of the world for railways,
tramways, airways, docks, harbours, piers, warves canals, reservoirs, embankments, irrigations, reclamation,
improvement, sewage, drainage, sanitary, water, gas, electric light, telephonic, power supply works and to
carry on the business of builders and contractors, engineers, architects, surveyors, estimators and designers in
all their respective branches.
(iv)
To manage land, buildings, industrial complexes, stores, factories shed and building, warehouses, shops,
estates and other conveniences situated in any place in India or abroad and any interest therein and/ or rights
over or connected therewith, whether belonging to the company or not and collect rents and incomes and
profits there from and devise and usufructs thereon to supply and services, facilities and conveniences and
advantages in respect thereof.
(v)
To apply for tender purchase or otherwise acquire any civil contracts and concessions for, or in relation to the
constructions, executions, carry out equipment, improvement, management, administration control of civil
works and of conveniences and to undertake, execute, carry out, dispose of or otherwise turn to account the
same.
(vi)
To carry on the business of architects, consultants, design civil engineers, builders developers of land,
constructors, colonizers, civil contractors and undertake any residential, commercial or industrial, construction,
either independently or jointly in partnership, joint venture or on agency or sub- contract basis with or on
behalf of any individual, firm, body corporate, association or society, central or state government, cantonment
board or any local authority and to carry on the business of commission agent and to liaison various works, in
connection with any immovable property including residential, commercial and agricultural land and to act
agent of any other builder, developer, contractor and colonizers in their projects.
Amendments to our Memorandum of Association
The details of changes in the Memorandum of Association of our Company are as follows:
Date of Shareholders’ Approval
Details of amendment in the MOA
January 16, 2007
Increase of authorized capital from 500,000 Equity Shares of Rs 10/- each to
40,500,000 Equity Shares of Rs 10/- each
Increase of authorized capital from 40,500,000 to Equity Shares of Rs 10/- each to
50,000,000 Equity Shares of Rs 10/- each.
January 21, 2008
Our Subsidiaries
We have 13 subsidiaries as on the date of filing this Draft Red Herring Prospectus, the brief details whereof are as follows:
1.
RMS Club & Resorts Private Limited
RMS Club & Resorts Private Limited was incorporated under the Companies Act, 1956 on April 23, 2001 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U55103DL2001PTC110512 with their
present registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of family entertainment club, hotels, motels, resorts, holiday camps, amazement parks, guest houses, banquet halls,
restaurants, canteens, caters, cafes, taverns, pubs, bars, beerhoues, refreshment rooms, clubs and lodging or apartments,
shopping complex, house keepers, casinos, discothèques, swimming pools, health clubs, baths, dressing rooms and beauty
parlours and outside India.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 100/-)
Triveni Infrastructure Development Co. Ltd.
Mrs. Rajkumari Mittal, on behalf of Triveni
Total
Triveni Infrastructure Development Company Limited
990
10
1,000
Percentage
Shareholding
99.00
1.00
100.00
Page 76
It became our wholly owned subsidiary since October 10, 2006.
Board of Directors
The Board of Directors of RMS Club & Resorts Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 100 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share* (in Rs.)
Period Ended
Dec. 31, 2007
(0.02)
0.10
3.24
3,328.45
(Rs. In Millions, except share data)
Year Ended March 31
2007
2006
2005
1,073.07
3.08
(0.004)
(0.005)
0.10
0.10
0.10
3.26
3,083.00
3,351.98
69.91
74.308
* Book value is calculated after excluding share application money.
RMS Club & Resorts Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
2.
Chahat Garments Private Limited
Chahat Garments Private Limited was incorporated under the Companies Act, 1956 on March 03, 2005 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U18101DL2005PTC133584 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of embroidery and to act as manufacturers, importers, wholesalers, and retail dealers of and in man’s, woman’s and
children’s clothing and wearing apparel of any kind of any nature and description including shirts, bush- shirts, pajama suits,
vests, underwear’s, suits, furnishing fabrics, curtains, laces, foundation garments for ladies dresses of quality and creative
nature.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
Our Company has made investment to make Chahat Garments Private Limited its wholly owned subsidiary on February 10,
2006.
Board of Directors
The Board of Directors of Chahat Garments Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company for the last three years is as below:
Triveni Infrastructure Development Company Limited
Page 77
(Rs. In Millions, except share data)
Period Ended
Year Ended March 31
Dec. 31, 2007
2007
2006
2005
(0.02)
(0.03) (0.005) (0.001)
0.10
0.10
0.01
0.1
4.17
5.75
8.38
8.69
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Chahat Garments Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
3.
Goldmine Infrabuild Private Limited
Goldmine Infrabuild Private Limited was incorporated under the Companies Act, 1956 on May 06, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70101DL2006PTC148662 with their
present registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors and contractors, maintainers of residential, commercial
and industrial buildings, colonies, mills and factory’s buildings, workshop’s building, cinema’s houses and deal in all kinds
of immovable properties whether belonging to the Company or otherwise.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since June 18, 2006.
Board of Directors
The Board of Directors of Goldmine Infrabuild Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.01)
(0.01)
0.10
0.10
6.39
7.57
Goldmine Infrabuild Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
Triveni Infrastructure Development Company Limited
Page 78
4.
Exotica Propbuild Private Limited
Exotica Propbuild Private Limited was incorporated under the Companies Act, 1956 on May 06, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70101DL2006PTC148661 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors and contractors, maintainers of residential, commercial
and industrial buildings, colonies, mills and factory’s buildings, workshop’s building, cinema’s houses and deal in all kinds
of immovable properties whether belonging to the Company or otherwise.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1.
2.
Name of Shareholder
Triveni Infrastructure Development Co. Ltd.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
No. of Shares
(Face Value Rs. 10/-)
9, 900
Percentage
Shareholding
99.00
100
1.00
10, 000
100.00
Total
It became our wholly owned subsidiary since May 18, 2006.
Board of Directors
The Board of Directors of Exotica Propbuild Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.01)
(0.01)
0.10
0.10
6.39
7.57
Exotica Propbuild Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
5.
Saral Infrabuild Private Limited.
Saral Infrabuild Private Limited was incorporated under the Companies Act, 1956 on May 06, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70101DL2006PTC148660 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors and contractors, maintainers of residential, commercial
and industrial buildings, colonies, mills and factory’s buildings, workshop’s building, cinema’s houses and deal in all kinds
of immovable properties whether belonging to the Company or otherwise
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Triveni Infrastructure Development Company Limited
Page 79
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since May 17, 2006.
Board of Directors
The Board of Directors of Saral Infrabuild Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.01)
(0.01)
0.10
0.10
6.39
7.57
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Saral Infrabuild Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
6.
Sunrise Infrabuild Private Limited
Sunrise Infrabuild Private Limited was incorporated under the Companies Act, 1956 on June 04, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70109DL2006PTC149487 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors and contractors, maintainers of residential, commercial
and industrial buildings, colonies, mills and factory’s buildings, workshop’s building, cinema’s houses and deal in all kinds
of immovable properties whether belonging to the Company or otherwise
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Percentage
Shareholding
1.
Triveni Infrastructure Development Co. Ltd.
9, 900
99.00
2.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
100
1.00
10, 000
100.00
Total
It became our wholly owned subsidiary since June 10, 2006.
Board of Directors
The Board of Directors of Sunrise Infrabuild Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Triveni Infrastructure Development Company Limited
Page 80
Financial Performance
The financial performance of this company since incorporation is as below:
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.02)
(0.01)
0.10
0.10
6.22
7.57
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Sunrise Infrabuild Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
7.
Ghaziabad Developers Private Limited
Ghaziabad Developers Private Limited was incorporated under the Companies Act, 1956 on June 16, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70109DL2006PTC149708 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors, occupiers, lessors, interior decorators, civil contractors,
maintainer and mortgagers of residential, commercial and industrial buildings, mall, multiplexes, township projects,
colonies, stone crusher, mill’s and factory’s sheds and buildings, worskshop’s buildings cinema’s houses buildings and to
deal in all kinds of immovable properties whether belonging to the Company or not.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since June 18, 2006.
Board of Directors
The Board of Directors of Ghaziabad Developers Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Triveni Infrastructure Development Company Limited
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.01)
0.10
6.39
(0.01)
0.10
7.57
Page 81
Ghaziabad Developers Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
8.
Rewari Developers Private Limited
Rewari Developers Private Limited was incorporated under the Companies Act, 1956 on June 19, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70109DL2006PTC149827 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as owners, builders, colonizers, developers, promoters, proprietors, occupiers, lessors, interior decorators, civil contractors,
maintainer and mortgagers of residential, commercial and industrial buildings, mall, multiplexes, township projects,
colonies, stone crusher, mill’s and factory’s sheds and buildings, worskshop’s buildings cinema’s houses buildings and to
deal in all kinds of immovable properties whether belonging to the Company or not.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since July 20, 2006
Board of Directors
The Board of Directors of Rewari Developers Private Limited comprises of Mr. Sumit Mittal and Mr. Madhur Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Period Ended
Year Ended
Dec. 31, 2007
Mar 31, 2007
(0.01)
(0.01)
0.10
0.10
6.39
7.57
Rewari Developers Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
9.
FBDONE Realtors Private Limited
FBDONE Realtors Private Limited was incorporated under the Companies Act, 1956 on August 23, 2007 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U45400DL2007PTC167326 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of construction of residential houses, commercial buildings, flats and factory’s sheds and buildings in or out side of India
and to act as builders, colonisers and civil and constructional contractors.
Triveni Infrastructure Development Company Limited
Page 82
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Madhur Mittal, on behalf of Triveni Infrastructure
Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since inception.
Board of Directors
The Board of Directors of FBDONE Realtors Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mr.
B.N.Gupta
Financial Performance
(Rs. In Millions, except share data)
Period Ended
Dec. 31, 2007
0.10
8.54
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
FBDONE Realtors Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
10. FBDTWO Realtors Private Limited
FBDTWO Realtors Private Limited was incorporated under the Companies Act, 1956 on August 24, 2007 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70102DL2007PTC167370 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of construction of residential houses, commercial buildings, flats and factory’s sheds and buildings in or out side of India
and to act as builders, colonisers and civil and constructional contractors.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of Triveni
Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since inception.
Triveni Infrastructure Development Company Limited
Page 83
Board of Directors
The Board of Directors of FBDTWO Realtors Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mr.
B.N.Gupta
Financial Performance
(Rs. In Millions, except share data)
Period Ended
Dec. 31, 2007
0.10
8.54
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
FBDTWO Realtors Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
11. FBD. Realtors Private Limited
FBD. Realtors Private Limited was incorporated under the Companies Act, 1956 on August 29, 2007 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U70102DL2007PTC167487 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of construction of residential houses, commercial buildings, flats and factory’s sheds and buildings in or out side of India
and to act as builders, colonisers and civil and constructional contractors.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
Triveni Infrastructure Development Co. Ltd.
Mr. Madhur Mittal, on behalf of Triveni Infrastructure
Development Co. Ltd.
Total
No. of Shares
(Face Value Rs. 10/-)
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since inception.
Board of Directors
The Board of Directors of FBD. Realtors Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mr.
B.N.Gupta
Financial Performance
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Triveni Infrastructure Development Company Limited
(Rs. In Millions, except share data)
Period Ended
Dec. 31, 2007
0.10
8.54
Page 84
FBD. Realtors Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
12. FBDFOUR. Realtors Private Limited
FBDFOUR. Realtors Private Limited was incorporated under the Companies Act, 1956 on September 05, 2007 at Delhi,
with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No.U45300DL2007PTC167731 with its
present registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi-110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of construction of residential houses, commercial buildings, flats and factory’s sheds and buildings in or out side of India
and to act as builders, colonisers and civil and constructional contractors.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of Triveni Infrastructure
Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since inception.
Board of Directors
The Board of Directors of FBDFOUR. Realtors Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mr.
B.N.Gupta
Financial Performance
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Period Ended
Dec. 31, 2007
0.10
8.54
FBDFOUR. Realtors Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
13. Triveni Infracon Private Limited
Triveni Infracon Private Limited was incorporated under the Companies Act, 1956 on December 14, 2007 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U45400DL2007PTC171477 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to carry on the business as owners, builders, colonizers, developers, promoters, proprietors, contractors, real estate agents
and maintainers of residential, commercial and industrial buildings, colonies, malls and deal in all kinds of immovable
properties whether belonging to the Company or otherwise in or out of India.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Triveni Infrastructure Development Company Limited
Page 85
Sr. No.
1.
2.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Infrastructure Development Co. Ltd.
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Co. Ltd.
Total
Percentage
Shareholding
9, 900
99.00
100
1.00
10, 000
100.00
It became our wholly owned subsidiary since February 15, 2008.
Board of Directors
The Board of Directors of Triveni Infracon Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mrs.
Rajkumari Mittal.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Triveni Infracon Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
Joint Venture
Companies in which we along with another significant investor(s) jointly control the operations pursuant to an
understanding between the two parties have been classified as Joint Ventures. As on the date of filing of this Draft Red
Herring Prospectus our Company has not entered into such Joint Ventures.
Associate Companies
A company in which we have a significant influence and which is neither a subsidiary nor a joint venture has been classified
as an Associate Company.
As on the date of filing of this Draft Red Herring Prospectus our Company has 2 such associate companies, brief details
whereof are as follows:
1.
Minu’s Collections Private Limited
Minu’s Collections Private Limited was incorporated under the Companies Act, 1956 on September 26, 1988 at Delhi, with
the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U74899DL1988PTC033317 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as exporters, export agents, importers, consultants and traders in all kinds of goods and services act as distributors
representatives, agents, brokers, stockists, whether sole or for a particular territory of any person including firm, company,
body corporate, government undertaking whether Indian or foreign and to appoint, distributors, stockists, dealers, agents,
brokers, whether sole or for different territories of any goods and services on such terms and conditions as the company shall
think fit.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
3.
Name of Shareholder
No. of Shares
(Face Value Rs 100/-)
Mr. Surinder Seth
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Company Limited.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Company Limited.
Total
Triveni Infrastructure Development Company Limited
Percentage
Shareholding
3,885
2,000
50.00
25.74
1,885
24.26
7,770
100.00
Page 86
Board of Directors
The Board of Directors of Minu’s Collections Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal, Mrs.
Rajkumari Mittal, Mr. Surinder Seth, Mr. Ashish Seth and Mr. Amit Seth.
Financial Performance
The financial performance of this company for last three years is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 100 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Year Ended March 31
2007
2006
2005
(0.98)
(0.05)
(0.15)
0.77
0.77
0.77
0.95
1.92
1.97
221.84
347.64
353.67
Minu’s Collections Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
2.
Triveni-Ferrous Infrastructure Private Limited.
Triveni-Ferrous Infrastructure Private Limited was incorporated under the Companies Act, 1956 on December 27, 2005 at
Delhi, with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U45201DL2005PTC144085
with its registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to promote or acquire, in India or abroad, whether on own account o in association with others or for and on behalf of others,
by purchase, lease, exchange hire or manage, construct, reconstruct, alter, maintain, pulldown, improve, decorate, renovate,
furnish, develop or otherwise any lands, pastures, waste lands, jungles, agricultural tracts, roads, farms, houses, fishing
tracts, buildings, houses, apartments, ware- houses, cold storage, shops, offices, mills and factories building, cinemas
houses, multiplexes mall, industrial – sheds, hospitals, nursing homes, dams, canals, reservoirs, bridges, hydel projects,
power houses, tunnels, culverts, channels, sewage, gardens, farms, hereditaments and other immovable property of any kind
of any right, concession, privilege, license, any interest in the same and to explore, cultivate, work, construct, consolidate,
connect, subdivide, develop, sell, deal, re-invest, lease, license, alienate, assign or otherwise dispose of or transfer and turn
to account the same.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr.
No.
1.
2.
3.
4.
Name of Shareholder
Ferrous Alloy Forgings (P) Ltd.
Ferrous Forgings Ltd.
Mr. Sumit Mittal, on behalf of
Triveni Infrastructure Development Company Limited.
Mr. Madhur Mittal, on behalf of
Triveni Infrastructure Development Company Limited.
Total
No. of Shares
(Face Value Rs. 100/-)
Percentage
Shareholding
330
170
250
33.00
17.00
25.00
250
25.00
1, 000
100.00
Board of Directors
The Board of Directors of Triveni-Ferrous Infrastructure Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal,
Mr. Surender Seth and Mr. Ashish Seth.
Triveni Infrastructure Development Company Limited
Page 87
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 100 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Year Ended
March 31, 2006
(2.94)
0.10
-
The financial performance for the year ended March 31, 2007 cannot be given as the same is yet to be audited and is not
available with us.
Triveni-Ferrous Infrastructure Private Limited is an unlisted company and it has not made any public or right issue in the
preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up.
Share Agreements
Our Company has not entered into any shareholders agreement as on the date of filing this Draft Red Herring
Prospectus.
Other Agreements
Except as stated elsewhere in this Draft Red Herring Prospectus and except various agreements/contracts, which have
been entered in regular course of business with our suppliers, customers and lenders, there are no other material
agreements or contracts, which have been entered into within a period of two years prior to the date of the Draft Red
Herring Prospectus.
Strategic and Financial Partners
Our Company has not entered into any strategic and financial partnerships with any third parties as on the date of filing of
this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 88
OUR MANAGEMENT
Board of Directors
Under our Articles of Association, our Company cannot have less than Three Directors or more than Twelve Directors.
At present, the Board of our Company comprises of the following persons:
Sr.
No.
1.
Name,
Father’s/Husband’s
Name, Designation,
Address, Occupation,
Nationality, DIN and,
Term
Mr. Sumit Mittal,
s/o. Late Shri H.C.Mittal,
Chairman and
Whole Time Director
Address :
C- 691, New Friends
Colony, New Delhi
Occupation: Business
Date of
Appointment as
Director and Term
Date of
Appointment:
Executive Director
since
February 3, 2006
Status
Age
(in
years)
Other Directorships
Promoter
Executive
43
Years
Promoter
Executive
36
Years
1. RMS Club &Resorts Pvt. Ltd.
2. Chahat Garments Pvt. Ltd
3. Goldmine Infrabuild Pvt. Ltd.
4. Exotica Propbuild Pvt. Ltd.
5. Saral Infrabuild Pvt. Ltd.
6. Sunrise Infrabuild Pvt. Ltd.
7. Ghaziabad Developers Pvt. Ltd.
8. Rewari Developers Pvt. Ltd.
9. FBDONE Realtors Pvt. Ltd.
10. FBDTWO Realtors Pvt. Ltd.
11. FBD. Realtors Pvt. Ltd.
12. FBDFOUR. Realtors Pvt. Ltd.
13. Triveni Infracon Pvt. Ltd.
14. Triveni Media Ltd.
15. Triveni Motors Pvt. Ltd.
16. Red Parrot Technologies Pvt. Ltd
17. Triveni Motors (JCB Dealership)
Pvt. Ltd.
18. Triveni Motors (HMSI Dealership)
Pvt. Ltd.
19. Rockstar Media Workx Pvt. Ltd
20. Minu’s Collections Pvt. Ltd.
21.Triveni-Ferrous Infrastructure Pvt.
Ltd.
22. Sadhna Media Pvt. Ltd.
23.Triveni Hotels and Resorts Pvt. Ltd
1. RMS Club & Resorts Pvt. Ltd.
2. Chahat Garments Pvt. Ltd
3. Goldmine Infrabuild Pvt. Ltd.
4. Exotica Propbuild Pvt. Ltd.
5. Saral Infrabuild Pvt. Ltd.
6. Sunrise Infrabuild Pvt. Ltd.
7. Ghaziabad Developers Pvt. Ltd.
8. Rewari Developers Pvt. Ltd.
9. FBDONE Realtors Pvt. Ltd.
10.FBDTWO Realtors Pvt. Ltd
11.FBD. Realtors Pvt. Ltd.
12. FBDFOUR. Realtors Pvt. Ltd.
13. Triveni Infracon Pvt. Ltd.
14. Triveni Media Limited.
15. Triveni Motors Pvt. Ltd.
16. Red Parrot Technologies Pvt. Ltd
17. Triveni Motors (JCB Dealership)
Pvt. Ltd.
18. Triveni Motors (HMSI Dealership)
Pvt. Ltd.
19. Rockstar Media Workx Pvt. Ltd
20. Minu’s Collections Pvt. Ltd.
21. Triveni-Ferrous Infrastructure
Pvt. Ltd.
Term of Office:
As Chairman
For the period of 5
years w.e.f.
January 1, 2007.
Indian
DIN – 00028682
2.
Mr. Madhur Mittal,
s/o. Late Shri H.C.Mittal,
Managing Director
Address :
C- 691, Ground Floor ,
New Friends Colony, New
Delhi
Date of
Appointment:
Executive Director
since
February 3, 2006
Term of Office:
As Managing
Director & CEO
Occupation: Business
Indian
For the period of 5
years w.e.f.
January 1, 2007.
DIN – 00028673
Triveni Infrastructure Development Company Limited
Page 89
3.
Mrs. Rajkumari Mittal,
w/o. Late Shri H.C.Mittal,
Director
22. Sadhna Media Pvt. Ltd.
23. Triveni Hotels and Resorts Pvt.
Ltd
1. Triveni Motors Pvt. Ltd.
2. Triveni Motors (JCB Dealership)
Pvt. Ltd.
3. Triveni Motors (HMSI Dealership)
Pvt. Ltd.
4. Triveni Infracon Pvt. Ltd.
5. Triveni Media Ltd.
6. Rockstar Media Workx Pvt. Ltd.
7. Minu’s Collections Pvt. Ltd.
8. Triveni Capin Ltd.
9. Triveni Hotels and Resorts Pvt. Ltd
Date of
Appointment:
Director since
February 3, 2006
NonExecutive
61
Years
Date of
Appointment:
October 3, 2007
NonExecutive,
Independent
48
Years
1. Euro Financial Service Ltd.
2. Ardour Finman Pvt. Ltd.
3. Star City Developers Pvt. Ltd.
4. Keystone Exim Pvt. Ltd.
5. Space Power control Pvt. Ltd.
6. Rainy Investments Pvt. Ltd.
7. Consolidated Securities Ltd.
NonExecutive,
Independent
41
Years
1. Shama Infrastructure Pvt. Ltd.
2. Premium Polyfilm Ltd
NonExecutive,
Independent
71
Years
Nil
Address :
E- 323, Kamla Nagar,
Agra (U.P.)
Occupation: Business
Indian
4.
DIN – 01104760
Mr. Anil Kumar Chaddha,
s/o., Late Shri. V.N.
Chaddha
Director
Address :
66-D, Block DA, Hari
Nagar, New Delhi 110064
Term of Office:
Liable to retire by
rotation
Occupation: Professional
Indian
5.
DIN – 00009383
Mr. Manoj Kumar Gupta,
s/o., Shri. R.P. Gupta
Date of
Appointment:
October 3, 2007
Director
Address :
FB- 20, Shivaji Enclave,
New Delhi - 110027
Occupation: Professional
Term of Office:
Liable to retire by
rotation
Indian
6.
DIN –00160009
Mr. Ramesh Chandra,
s/o., Late Shri. J.K. Lal
Date of
Appointment:
February 5, 2008
Director
Address :
50, Gulmohar Enclave,
New Delhi - 110049
Term of Office:
Liable to retire by
rotation
Occupation: Professional
Indian
DIN –02032827
Triveni Infrastructure Development Company Limited
Page 90
Brief Biographies of our Directors
Mr. Sumit Mittal, 43 years, is the promoter of the Company. He is a graduate in commerce from Dr. Bhimrao Ambedkar
University, Uttar Pradesh, India. He is an entrepreneur with total experience of over 20 years in the field of construction,
infrastructure and real estate business. He has been involved with our company since inception.
He is the driving force behind the Company’s initiatives in the geographies in which it operates. He has been actively
involved in the identification of opportunities for the acquisition of lands in emerging markets and in the negotiation and
documentation of the acquisition of land. Under his management and guidance we have documented processes in our
constructions activities and introduced quality standards.
Mr. Madhur Mittal, 36 years, is the promoter of the Company. He is a graduate in commerce from Dr. Bhimrao Ambedkar
University, Uttar Pradesh, India. He is an entrepreneur with total experience of over 15 years in the field of construction,
infrastructure and real estate business He directs the strategy and oversees the implementation and execution of projects of
our Company. He has been directly involved and is responsible in the day to day operations of our Company, including the
detailed project conceptualization and design.
Mrs. Rajkumari Mittal, 61 years, is a director on board. She is a graduate in commerce from Arya Kanya Degree College,
Jhansi, India. She brings in a total experience of over 40 years in the field of real estate and automobile (retailing) business.
She has been partnering her sons Mr. Sumit Mittal & Mr. Madhur Mittal in their various business ventures in India. She is
the founder Director of the Company since i.e. 2006.
Mr. Anil Kumar Chaddha, 48 years, is a director on board. He is a graduate in commerce from Rajasthan University, India
and is a Fellow member of Institute of Company Secretaries of India and Cost & Works Accountant of India. He has over 20
years of experience in the field of Finance and Secretarial Matters. Mr. Chaddha is presently a practicising Company
Secretary and engaged in the activities of loan syndication, debt restructuring and statutory compliances with Income Tax
and other taxes. In the past Mr. Chaddha had also occupied the position of Vice President – Finance cum Company
Secretary in Lunar Group of Companies and also other high positions in different corporates. He has been a director on our
Board since October 3, 2007.
Mr. Manoj Kumar Gupta, 41 years, is a director on board. He is a graduate in commerce from Maharshi Dayanand
University, Delhi, India and is a practicing Chartered Accountant by profession. Mr. Gupta has huge experience of Bank
Audits, Company’s Internal and Statutory Audits. At present he is practicing as Income Tax Consultant and also appearing
before Commissioner Income Tax Appeal, Tribunal and various other authorities in connection with Income Tax cases. He
has been a director on our Board since October 3, 2007.
Mr. Ramesh Chandra, 71 years, is a director on board. He is a Law graduate from Agra University, India and is a member
of Institute of Chartered Accountants of India since 1985. He has over 35 years of experience in the fields of Finance,
Accounts, Project Management and Internal Audit. An Ex- Member of Institute Auditors, Florida U.S.A. Mr. Chandra, has
held Senior Positions in Maruti Udyog Ltd., Indian Oil Corporation Ltd., Subros Ltd. He had also worked as Financial
Consultant to various World Bank Projects like RITES Zimbabwe, Sao Hill Forestry Project, Tanzania East Africa,
Tanzania Sisal Authority. At present Mr. Chandra is Practicing as a Chartered Accountant. . He has been a director on our
Board since February 5, 2008
Borrowing Powers of the Board
Articles of the Company, subject to the provisions of the Act, authorise Board, to borrow moneys and obtain loans for the
business of the company which together with the moneys already borrowed and outstanding (apart from temporary loans
obtained in the ordinary course of business) may exceed the aggregate of the paid-up capital and free reserves, that is to say,
reserve not set apart for any specific purpose provided that the total of such borrowings outstanding at any time shall not
exceed a sum of Rs. 10,000 Millions.
Please refer to “Main Provisions of the Articles of Association” on page [●] of the Draft Red Herring Prospectus.
Terms of Appointment of the Directors
Chairman & Whole-Time Director
The terms of appointment are for a period of five years w.e.f. 1st January, 2007 to 31st December, 2011 along with
following salary and perquisite:
Salary:
Rs. 12,000,000/- per annum to be reviewed from time to time
Triveni Infrastructure Development Company Limited
Page 91
Perquisite:
Part-A
Full reimbursement of Medical Expenses incurred for himself and for his family including Hospitalization Etc.,
Furnished Leased Residential Premises for Whole Time Director as residence office and residence for himself and
his family.
Part-B
Gratuity will be payable as per rules and provisions of Gratuity Act.
Part-C
a) The use of car out of pool of cars with driver for Company’s business shall not be considered as perquisite.
b) Telephone facility at residence shall not be considered as perquisite.
c) Reimbursement of entertainment expenses and payment to traveling expenses actually incurred for business of
the Company.
d) The payment of premium to any general insurance co. towards professional indemnity scheme shall not be
considered as perquisite.
e) The payment of remuneration may be made monthly or annually, Whole Time Director and Managing Director
may decided themselves and in case of remuneration to be paid annually the same shall not be credited at the
close of 31st March every year.
Managing Director & CEO
The terms of appointment are for a period of five years w.e.f. 1st January, 2007 to 31st December, 2011 along with
following salary and perquisite:
Salary:
Rs. 12,000,000/- per annum to be reviewed from time to time
Perquisite:
Part-A
Full reimbursement of Medical Expenses incurred for himself and for his family including Hospitalization Etc.,
Furnished Leased Residential Premises for Managing Director as residence office and residence for himself and his
family.
Part-B
Gratuity will be payable as per rules and provisions of Gratuity Act.
Part-C
a) The use of car out of pool of cars with driver for Company’s business shall not be considered as perquisite.
b) Telephone facility at residence shall not be considered as perquisite.
c) Reimbursement of entertainment expenses and payment to traveling expenses actually incurred for business of
the Company.
d) The payment of premium to any general insurance co. towards professional indemnity scheme shall not be
considered as perquisite.
e) The payment of remuneration may be made monthly or annually, Whole Time Director and Managing Director
may decided themselves and in case of remuneration to be paid annually the same shall not be credited at the
close of 31st March every year.
The Whole Time Director and Managing Director shall not be entitled to any sitting fees for attending meeting of
the Board of Directors.
Triveni Infrastructure Development Company Limited
Page 92
Corporate Governance
Our Company stands committed to good Corporate Governance practices based on the principles such as accountability,
transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. These vital initiatives
extend beyond mandatory corporate governance requirements and are in accordance with our aim of establishing voluntary
best practices for good corporate governance.
The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance
and the SEBI Guidelines in respect of corporate governance will be applicable to our Company immediately upon the listing
of our Company’s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the Corporate Governance
Code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges prior to the listing of our
Equity Shares. Our Company has complied with the requirements of Corporate Governance contained in the Equity Listing
Agreement, particularly those relating to composition of Board of Directors, constitution of committees such as Audit
Committee, Shareholder / Investor Grievance Committee, etc.
Composition of Board of Directors
Presently, the Board of Directors of our Company consists of 6 directors out of which 2 are Executive Directors, 1 is Non
Executive Director and 3 are Independent Directors. The Chairman of the Company, Mr. Sumit Mittal is an Executive
Director. Out of 6 directors, 3 are independent directors as per the requirement of clause 49 of the Listing Agreement for
Corporate Governance. The list of directors is given below:
Sr. No.
1
2
3
4
5
6
Director
Mr. Sumit Mittal
Mr. Madhur Mittal
Mr. Rajkumari Mittal
Mr. Ramesh Chandra
Mr. Anil Kumar Chaddha
Mr. Manoj Kumar Gupta
Designation
Chairman & Whole time Director (Executive)
Managing Director & CEO (Executive)
Non –Executive Director
Independent Director
Independent Director
Independent Director
Various Committees of Directors:
We have constituted the following committees of our Board of Directors for compliance with corporate governance
requirements:
1.
2.
3.
Audit Committee
Remuneration Committee
Shareholders & Investor Grievance Committee.
1.
Audit Committee:
Our Company had constituted Audit Committee vide resolution dated February 05, 2008 complying with Section 292A of
the Companies Act, 1956 and Clause 49 of the Listing Agreement, under the Chairmanship of Mr. Manoj Kumar Gupta
who comes with finance and accounting background.The present Audit Committee has the following members: Mr. Manoj Kumar Gupta
Mr. Ramesh Chandra
Mr. Anil Kumar Chaddha
Mr. Madhur Mittal
Chairman
Member
Member
Member
Independent Director
Independent Director
Independent Director
Executive Director
The scope of Audit Committee shall include but shall not be restricted to the following:
i.
ii.
iii.
iv.
v.
Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Appointment, removal and terms of remuneration of internal auditors
Reviewing, with the management, the annual financial statements before submission to the Board for approval,
with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (2AA) of Section 217 of the Companies Act 1956;
Triveni Infrastructure Development Company Limited
Page 93
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to the financial statements;
f) Disclosure of any related party transactions;
g) Qualifications in the draft audit report.
vi.
Reviewing, with the Management, the quarterly financial statements before submission to the Board for
approval.
vii. Monitoring the use of the proceeds of the proposed initial public offering of the Company.
viii. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems.
ix.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure, coverage and
frequency of internal audit.
x.
Discussions with internal auditors on any significant findings and follow up thereon.
xi.
Reviewing internal audit reports and adequacy of the internal control systems.
xii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.
xiii. Reviewing management letters / letters of internal control weaknesses issued by the statutory auditors
xiv. Discussion with internal auditors any significant findings and follow up there on.
xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.
xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern.
xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared dividends) and creditors.
xviii. To review the functioning of the whistle blower mechanism, when the same is adopted by the Company and is
existing.
xix. Carrying out any other function as may be statutorily required to be carried out by the Audit Committee.
The Audit Committee enjoys following powers: a.
b.
c.
d.
e.
To invite such of the executives, as it considers appropriate (and particularly the head of finance function) to be
present at the meetings of the Committee,
To investigate any activity within its terms of reference,
To seek information from any employee
To obtain outside legal or other professional advice, and
To secure attendance of outsiders with relevant expertise if considered necessary.
The recommendations of the Audit Committee on any matter relating to financial management, including the audit report,
are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for
disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The
Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters
relating to the audit.
2.
Shareholders & Investor Grievance Committee:
For redressing the shareholder/ investor complaints, the Company has formed Shareholders & Investors Grievance
Committee vide resolution dated February 05, 2008 as per the requirements of the Clause 49 of the Listing Agreement for
Corporate Governance. The committee consists of the following Directors.
Mr. Ramesh Chandra
Mr. Manoj Kumar Gupta
Mr. Anil Kumar Chaddha
Mr. Madhur Mittal
Chairman
Member
Member
Member
Independent Director
Independent Director
Independent Director
Executive Director
This committee will address all grievances of shareholders/investors in compliance of the provisions of clause 49 of the
listing agreements with the Stock Exchanges and its terms of reference include the following:
To allot the equity shares of the Company, and to supervise and ensure:
Triveni Infrastructure Development Company Limited
Page 94
i.
ii.
iii.
iv.
v.
vi.
vii.
3.
Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and
debentures;
Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt
of declared dividends etc;
Issue of duplicate / split / consolidated share certificates;
Allotment and listing of shares;
Review of cases for refusal of transfer / transmission of shares and debentures;
Reference to statutory and regulatory authorities regarding investor grievances;
And to otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
Remuneration Committee:
For Remuneration of Directors, the Company has constituted a Remuneration Committee vide resolution dated February 05,
2008. Committee has powers of recommending remuneration package to all Directors as per the requirements of the Clause
49 of the Listing Agreement for Corporate Governance. The Committee consists of the following Non- Executive Directors.
Mr. Anil Kumar Chaddha
Mr. Manoj Kumar Gupta
Mr. Ramesh Chandra
Chairman
Member
Member
Independent Director
Independent Director
Independent Director
This committee shall look into the following:
i.
ii.
iii.
To recommend to the Board, the remuneration packages of the Company’s Managing/Joint Managing/ Deputy
Managing/Whole time / Executive Directors, including all elements of remuneration package (i.e. salary,
benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of
fixed component and performance linked incentives along with the performance criteria, service contracts,
notice period, severance fees etc.);
To be authorised at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf
of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages
for Company’s Managing/Joint Managing/ Deputy Managing/ Whole-time/ Executive Directors, including
pension rights and any compensation payment;
To implement, supervise and administer any share or stock option scheme of the Company.
The Committee is required to meet at least once a year.
Shareholding of Directors
Save and except as mentioned below, our Directors do not hold any shares of the Company as on date of filing of this Draft
Red Herring Prospectus.
Sr.
No.
1.
2.
3.
Name of the Shareholder
No. of Equity Shares
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
11, 820, 000
11, 820, 000
2, 955, 000
Pre Issue Percentage
Shareholding (%)
36.09
36.09
9.02
Post Issue Percentage
Shareholding (%)
29.01
29.01
7.25
Interest of Directors
All our Directors, including Independent Directors, may be deemed to be interested to the extent of remuneration and/or fees
payable to them for attending meetings of the Board or a committee thereof as well as to the extent of commission and other
remuneration and reimbursement of traveling and other expenses payable to them. The Chairman and our Whole Time
Director are interested to the extent of remuneration payable to them for the services being rendered by them as an officer or
employee of our Company.
All the directors, including independent Directors, may be deemed to be interested in the contracts,
agreements/arrangements entered into or to be entered into by the Company with any either the Director himself, other
company in which they hold directorships or any partnership firm in which they are partners, as declared in their respective
declarations.
Our Directors may also be regarded interested to the extent of dividend payable to them and other distributions in respect
of the Equity Shares, if any, held by them or by the companies / firms / ventures promoted by them or that may be
Triveni Infrastructure Development Company Limited
Page 95
subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and
Promoters, pursuant to this Issue.
Our Directors do not have any interest in any property acquired by our Company in a period of two years before filing this
Draft Red Herring Prospectus with SEBI or proposed to be acquired by us as on date of filing this Draft Red Herring
Prospectus with SEBI.
Except as disclosed elsewhere in this Draft Red Herring Prospectus and in particular “Related Party Transactions” beginning
on page [●] of this Draft Red Herring Prospectus no amount of benefit has been paid or given within the two preceding
years or intended to be paid or given to any of our Directors except the normal remuneration for services rendered.
Changes in Board of Directors since its inception
Save and except as mentioned below, there had been no change in the Directorship since the inception of the Company
Sr. No.
1.
2.
3.
Name of Director
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
Date of Appointment
January 1, 2007
January 1, 2007
February 3, 2006
Date of Cessation
-
Reason
Appointed as Chairman
Appointed as Managing Director
Appointed as Director
4.
5.
Mr. Anil Kumar Chaddha
Mr. Manoj Kumar Gupta
October 3, 2007
October 3, 2007
-
Appointed as Additional Director
Appointed as Additional Director
6.
Mr. Ramesh Chandra
February 5, 2008
-
Appointed as Additional Director
Triveni Infrastructure Development Company Limited
Page 96
Management Organisation Structure
Key Management Personnel
The operations of the Company are overseen by a professional management team, under the guidance of the Chairman, Mr.
Sumit Mittal and Managing Director & C.E.O, Mr. Madhur Mittal. The top management team has the requisite experience
and the qualification for their respective responsibilities. A brief profile of our Key Management Personnel is as follows:
Mr. Abhishek Gupta, 29 years, is designated as Vice President – Finance of the Company. He is a commerce graduate from
Dr. Bhimrao Ambedkar University, Agra and is also a Fellow member of The Institute of Chartered Accountants of India
and Licentiate of The Institute of Company Secretaries of India. He joined our company on February 01, 2008.
Mr. Ajay Singh Pundir, 52 years, is designated as Vice President - Marketing of the Company. He holds a Masters Degree
in Science from Lucknow University. He has over 30 years of experience in the field of Marketing and Sales. He joined the
Company on June 01, 2006. He previously served several companies including Paragon Engineers and Contractor Pvt. Ltd.
and S. M. Technomatics Ltd. Immediately prior to his appointment with the Company, he was serving as Vice President in
KLG Polymers & Chemicals Ltd.
Mr. Shiv Shanker Sood, 53 years, is designated as General Manager - Projects of the Company. He holds a Bachelors
Degree in Architecture from the School of Planning and Architecture, New Delhi. He has over 25 years of experience in the
field of construction. He joined our company on March 01, 2008. He previously served several companies which includes
M/s Shanti P. Garg and Associates, M/s Pradhan Ghosh & Associates, M/s Uppal Ghosh & Associates, M/s Express
Construction Pvt. Ltd. and M/s Forte Point India Pvt. Ltd. Immediately prior to his appointment with the Company, he was
serving as an Associate Architect in CPKA.
Mr. Radha Krishnan Arora, 37 years, is designated as Senior General Manager – Finance of the Company. He is a
Commerce Graduate from Ajmer University and holds a Masters Degree in Commerce from University of Rajashtan. He is
a Chartered Accountant by profession and has over 15 years of experience in Finance and Accounts. He joined the company
on February 4, 2008. He previously served several companies including Rohan Motors Ltd., British Motors Car Company
(1934) Ltd., Regent Automobiles Ltd. Immediately prior to his appointment with the Company, he was serving as a Deputy
General Manager - Finance and Accounts in Dynamic Continental Pvt. Ltd., (a real estate development company).
Mr. Brijesh Pahuja, 38 years, is designated as Vice President - Sales of the Company. He is a Commerce Graduate from
Agra University and Chartered Accountant by profession. He has over 10 years of experience in the field of Automobile,
Media and Infrastructure sector. He joined the company on July 22, 2007. He previously served several companies including
Benara Group. Immediately prior to his appointment with the Company; he was serving as a Vice President - Operations in
S.E. Investments Ltd.
Triveni Infrastructure Development Company Limited
Page 97
Mr. Ravi Khandelwal, 39 years, is designated as Vice President - Administration & PR of the Company. He is a graduate in
arts from Agra University and has over 9 years of experience in the field of administration. He joined the Company on April
01, 2007. Immediately prior to his appointment with the Company, he was a running his own commercial venture.
Mr. Rohinish Chathli, 36 years, is designated as Vice President - Commercial of the Company. He is a Science Graduate
from Maharshi Dayanand University and holds Post Graduation Diploma in Marketing Management from Indira Gandhi
National Open University. He joined the Company on January 15, 2008. He has over 12 years of experience in Commercial /
Sales and has previously served companies including T & T Motors Ltd. Immediately prior to his appointment with the
Company, he was serving as Senior Manager (Renting/Marketing) with Ansals Properties & Industries Ltd.
Mr. Pradeep Kumar Sahoo, 41 years, is designated as Company Secretary of the Company. He is a Commerce Graduate
from Utkal University, Orissa and a member of Institute of Company Secretaries of India with over 11 years of work
experience. He joined the company on August 14, 2007. He previously served several companies including PBIL – Apex
Consortium Ltd. and PACL India Ltd. Immediately prior to his appointment with the Company, he was serving as a
Company Secretary in Pearl Buildwell Infrastructure Ltd.
Mr. Harvind Kumar Balecha, 37 years, is designated as General Manager - Sales & Marketing of the Company. He has a
Masters Degree in Commerce from Agra University. He joined the Company on February 03, 2006. He has over 10 years of
experience in real estate sector and has been with Triveni Firm since 2001.
Mr. Nikhil Singhal, 28 years, is designated as General Manager - Finance. He is a commerce graduate from University of
Delhi and is also an Associate Member of the Institute of Chartered Accountant of India with over 2 years of experience in
the field of Accounts, Audit and Taxation. He joined the Company on January 14, 2008. He previously served several firms
including Lloyd Electric & Engineering Ltd, Punkaj Oswal &Co. Prior to his appointment with the company, he was serving
as Assistant Manager-Accounts with Genpact India.
None of the Key Managerial Personnel are appointed pursuant to any arrangement or understanding with major
shareholders, customers or suppliers. All our Key Management Personnel are permanent employees of our Company.
Further, the Key Managerial Personnel as disclosed above are not Key Managerial Personnel as defined under Accounting
Standard 18.
Relation of Key Management Personnel and Directors
None of the Key Managerial Employees named above are related to the Board or any Committee.
Shareholding of Key Management Personnel
None of the Key Managerial Employees named above hold any Equity Shares in the Company as on the date of this Draft
Red Herring Prospectus.
Bonus or Profit Sharing Plan for Key Management Personnel
Our Company does not have any bonus or profit-sharing plan for its key managerial personnel. Except as stated otherwise in
the Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or are
intended to be given to any of our key managerial personnel except the normal remuneration for services rendered as
directors, officers or employees.
Changes in Key Management Personnel since Incorporation
Sr.
No.
1.
2.
3.
Name of Key Management Personnel
Mr. G. P. Singh
Mr. Rajan Nakasi
Mr. Keshav Gulati
Date of Appointment
Date of Cessation
Reason
December 01, 2006
January 03, 2008
January 07, 2008
January 31, 2008
March 26,2008
March 26, 2008
Resignation
Resignation
Resignation
Payment or Benefit to our Officers
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company.
Other than as disclosed in the section titled “Financial Statements” on page [●] of this Draft Red Herring Prospectus, none
of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company.
Triveni Infrastructure Development Company Limited
Page 98
Employees
Our Company has 51 full-time employees as on December 31, 2007.
Our Company has not offered any stock option scheme / employees stock purchase scheme of the Company under the
Employee Stock Option Scheme and Employee Stock Purchase Scheme. Apart from salary and usual perquisites, and group
benefits under the group gratuity scheme and the employee provident fund scheme no other benefits have been offered to the
officers of the Company.
Interest of Key Managerial Personnel
All our key managerial personnel may be deemed to be interested to the extent of the remuneration and other benefits in
accordance with their terms of employment for services rendered as officers or employees to our Company. Further, all
Employees may also be deemed to be interested to the extent of Equity Shares subscribed for and allotted to them out of the
present Issue, they will be deemed to be interested to the extent of their shareholding and / or dividends paid or payable on
the same.
Triveni Infrastructure Development Company Limited
Page 99
OUR PROMOTERS AND THEIR BACKGROUND
Our Promoters are Mr. Sumit Mittal and Mr. Madhur Mittal
Individual Promoters
The details of our Promoters who are individuals are as follows:
Mr. Sumit Mittal
Permanent Account Number
Passport Number
Bank Account Number
Pre-Issue Holding in our Company (%)
ADDPM 5322 P
G1591318
049010100313094
36.09%
For details, please refer to the chapter titled “Our Management” on page [●] of this Draft Red
Herring Prospectus.
Mr. Madhur Mittal
Permanent Account Number
Passport Number
Bank Account Number
Pre-Issue Holding in our Company (%)
ADCPM 2464 P
G1065511
049010100313087
36.09%
For details, please refer to the chapter titled “Our Management” on page [●] of this Draft Red
Herring Prospectus.
Interest of Promoters in our Company
At present our Promoters together hold 23, 640, 000 Equity Shares of our Company. Save and except as stated above and as
stated in the section titled “Our Management” beginning on page [●] of this Draft Red Herring Prospectus, our Promoters
have no other interest in our Company.
Confirmation
We confirm that the Permanent Account Number, bank account number and passport number of our Promoter shall be
submitted to BSE and NSE at the time of filing this Draft Red Herring Prospectus with them. Further, our Promoter has not
been declared as wilful defaulter by RBI or any other government authority and there are no violations of securities laws
committed by our Promoter in the past nor any such proceedings are pending against our Promoter.
Triveni Infrastructure Development Company Limited
Page 100
OUR PROMOTER GROUP
Apart from our Promoter, the following individuals and companies comprise our Promoter Group.
Individuals
In terms of 6.8.3.2 (m) Explanation II of the DIP Guidelines, the following immediate relatives form part of our Promoter
Group being the immediate relatives of our Promoter and his spouse.
Relationship with Mr. Sumit Mittal
Father
Mother
Brother
Spouse
Daughters
Spouses Father
Spouses Mother
Spouses Brother
Spouses Sister
Name
Late Shri H. C. Mittal
Mrs. Rajkumari Mittal
Mr. Madhur Mittal
Mrs. Urvashi Mittal
Ms. Riddhi Mital, Ms. Siddhi Mital, Ms. Samriddhi Mittal
Mr. Madan Mohan Goel
Mrs. Pushpa Goel
Mr. Manvinder Goel, Mr. Vishvinder Goel, Mr. Upender Goel,
Ms. Kadambri Jain, Ms. Shailija Dewan
Relationship with Mr. Madhur Mittal
Father
Mother
Brother
Spouse
Sons
Daughters
Spouses Father
Spouses Mother
Spouses Brother
Name
Late Shri H. C. Mittal
Mrs. Rajkumari Mittal
Mr. Sumit Mittal
Mrs. Puja Mittal
Mr. Mukund Mittal
Ms. Mrinali Mittal
Mr. Vinod Mohan Agarwal
Mrs. Gunita Agarwal
Mr. Rohit Agarwal
Relationship
Any company in which 10% or more of the
share capital is held by the promoter or an
immediate relative of the promoter or a firm or
HUF in which the promoter or any one or more
of his immediate relatives is a member
Any company in which a company (mentioned
above) holds 10% of the total holding
Any HUF or firm in which the aggregate share
of the promoter and his immediate relatives is
equal to or more than 10% of the total holding
Relationship
Any company in which 10% or more of the
share capital is held by the promoter or an
immediate relative of the promoter or a firm or
HUF in which the promoter or any one or more
of his immediate relatives is a member
Any company in which a company (mentioned
above) holds 10% of the total holding
Any HUF or firm in which the aggregate share
of the promoter and his immediate relatives is
equal to or more than 10% of the total holding
Sumit Mittal
Triveni Media Limited
Triveni Motors Pvt. Ltd.
Triveni Motors (JCB Dealership) Pvt. Ltd.
Triveni Motors (HMSI Dealership) Pvt. Ltd.
Rockstar Media Workx Pvt. Ltd
Sadhna Media Pvt. Ltd.
Triveni Capin Ltd.
Triveni Media Services Ltd.
Red Parrot Technologies Pvt. Ltd.
M/s. Triveni Motors (Partnership Firm)
H.C. Mittal(H.U.F)
Madhur Mittal
Triveni Media Limited
Triveni Motors Pvt. Ltd.
Triveni Motors (JCB Dealership) Pvt. Ltd.
Triveni Motors (HMSI Dealership) Pvt. Ltd.
Rockstar Media Workx Pvt. Ltd
Sadhna Media Pvt. Ltd.
Triveni Capin Ltd.
Triveni Media Services Ltd.
Red Parrot Technologies Pvt. Ltd.
M/s Triveni Motors (Partnership Firm).
H.C. Mittal(H.U.F)
For more details on the activities, shareholding, control and financial performance of these companies, please refer to
“Promoter Group Entities” on page [●] of this Draft Red Herring Prospectus.
Triveni Infrastructure Development Company Limited
Page 101
OUR PROMOTER GROUP ENTITIES
1.
M/s Triveni Motors
M/s Triveni Motors, a registered partnership firm (Regn. No. 992/ 2003, dated 28/05/03), was established on April 1, 2002
with its present registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi – 110049.
The current line of business of this firm is to carry on as the authorised selling and service agents for automobiles.
Profit Sharing Ratio
As on March 31, 2008 the profit sharing ratio amongst the Partners stands as follows:
Sr. No.
1.
2.
3.
4.
Name of Partners
Profit Sharing
Ratio (%)
Mr. Madhur Mittal
Mr. Sumit Mittal
Mrs. Rajkumari Mittal
H.C. Mittal (HUF)
40.00
40.00
10.00
10.00
100.00
Total
Financial Performance
(Rs. In Millions)
Year Ended March 31
2007
2006
2005
39.39
27.35
13.35
58.31
58.31
58.31
167.24
240.49
138.43
7.98
12.30
7.38
6.24
11.81
6.90
Particulars
Partners Capital
Reserves & Surplus
Total Income
Profit/(Loss) before Appropriation
Profit/(Loss) after Appropriation
2.
Triveni Media Limited
Triveni Media Limited was incorporated under the Companies Act, 1956 on May 06, 2006 at Delhi, with the Registrar of
Companies, NCT of Delhi & Haryana vide Corporate Identity No. U93091DL2006PLC148539 with its present registered
office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi – 110049.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to produce, run, marketing and distributing of films, serials, plays, tele-films, event management including sporting events
and print media. As on the date of filing this Draft Red Herring Prospectus, Triveni Media Limited is in the process of
launching various satellite channels.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1
2.
3.
4.
5.
6.
7.
8.
9.
Name of Shareholder
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
H.C. Mittal (HUF)
Mrs. Urvashi Mittal
Mrs. Puja Mittal
Triveni Infrastructure Development Co. Ltd.
Dr. Shailja Jain
Mr. Ajay Jain
Total
Triveni Infrastructure Development Company Limited
No. of Shares
(Face Value Rs. 10/-)
4,713,750
4,888,750
610,000
5,000
3,102,500
2,927,500
1,805,600
2, 000
500
18,055,600
Percentage
Shareholding
26.11
27.08
3.38
0.03
17.18
16.21
10.00
0.01
0.003
100.00
Page 102
Board of Directors
The Board of Directors of Triveni Media Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mrs. Rajkumari
Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
(Rs. In Millions, except share data)
Year Ended
Mar 31, 2007
8.66
0.19
42.50
42.19
0.04
84.29
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
Triveni Media Limited is an unlisted company and it has not made any public or right issue in the preceding three years. It
has not become a sick company under the meaning of SICA and is not under winding up.
3.
Triveni Motors Private Limited
Triveni Motors Private Limited was incorporated under the Companies Act, 1956 on July 12, 2006 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U74999DL2006PTC150890 with its present
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi – 110049.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
as buyers, sellers, dealers, exporters, importers, distributors, agents, developers, makers, processors, traders, producers,
stockiests and commission agents of all kinds of motor cars, scooters, motorcycles, other vehicles, earthmover machines,
motors, construction equipments, machinery parts, spare parts and accessories.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
Name of Shareholder
1.
2.
3.
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
No. of Shares
(Face Value Rs. 10/-)
Total
4,500
4,500
1,000
10,000
Percentage
Shareholding
45.00
45.00
10.00
100.00
Board of Directors
The Board of Directors of Triveni Motors Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and Mrs.
Rajkumari Mittal.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Triveni Infrastructure Development Company Limited
(Rs. In Millions, except share data)
Year Ended
Mar 31, 2007
320.14
0.77
0.10
Page 103
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
0.95
76.64
103.20
Triveni Motors Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
4.
Triveni Media Services Limited
Triveni Media Services Limited was incorporated under the Companies Act, 1956 on October 15, 2007 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U22190DL2007PLC169451 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi – 110049.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of information technology, IT solutions, media software and other consultancy in or out of India.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1.
2.
3.
4.
5.
6.
7.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Mr. Madhur Mittal
Mr. Sumit Mittal
Mr. Rahul Kulshreshtha
Mrs. Sujata Kulshreshtha
Triveni Media Ltd.
Triveni Infrastructure Development Co. Ltd.
RMS Club & Resorts Pvt. Ltd.
2,000
2,000
15,000
5,000
25,500
250
250
50,000
Total
Percentage
Shareholding
4.00
4.00
30.00
10.00
51.00
0.50
0.50
100.00
Board of Directors
The Board of Directors of Triveni Media Services Limited comprises of Mr. Pradeep Kumar Sahoo, Mr. Harvinder Kumar
and Mr. Rahul Kulshreshtha.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Triveni Media Services Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
5.
Red Parrot Technologies Private Limited
Red Parrot Technologies Private Limited was incorporated under the Companies Act, 1956 on November 16, 2007 at Delhi,
with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U72200DL2007PTC170493 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of information technology, IT solutions, media software and other consultancy in or out of India.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1.
2.
Name of Shareholder
Mr. Madhur Mittal
Mr. Sumit Mittal
Triveni Infrastructure Development Company Limited
No. of Shares
(Face Value Rs. 10/-)
2, 000
2, 000
Percentage
Shareholding
4.00
4.00
Page 104
3.
4.
5.
6.
7.
Mr. Rahul Kulshreshtha
Triveni Media Ltd.
Mrs. Sujata Kulshreshtha
Triveni Infrastructure Development Co. Ltd.
RMS Club & Resorts Pvt. Ltd.
15, 000
15, 500
15, 000
250
250
50, 000
Total
30.00
31.00
30.00
0.50
0.50
100.00
Board of Directors
The Board of Directors of Red Parrot Technologies Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal and
Mr. Rahul Kulshreshtha.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Red Parrot Technologies Private Limited is an unlisted company and it has not made any public or right issue in the
preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up.
6.
Triveni Motors (JCB Dealership) Private Limited
Triveni Motors (JCB Dealership) Private Limited was incorporated under the Companies Act, 1956 on December 13, 2007
at Delhi, with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No.
U50103DL2007PTC171413 with its registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to takeover part of the running business of M/sTriveni Motors, a partnership firm along with part of its Assets and Liabilities
in such terms and conditions as may be mutually agreed upon. The said firm shall cease to exist after such takeover by the
company, after incorporation thereof.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1
2.
3.
4.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
H.C.Mittal (HUF)
Total
20, 000
20,000
5, 000
5, 000
50, 000
Percentage
Shareholding
40.00
40.00
10.00
10.00
100.00
Board of Directors
The Board of Directors of Triveni Motors (JCB Dealership) Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur
Mittal and Mrs. Rajkumari Mittal.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Triveni Motors (JCB Dealership) Private Limited is an unlisted company and it has not made any public or right issue in the
preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up.
7.
Triveni Motors (HMSI Dealership) Private Limited
Triveni Motors (HMSI Dealership) Private Limited was incorporated under the Companies Act, 1956 on December 17, 2007
at Delhi, with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No.
U51103DL2007PTC171493 with its registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 110019.
Triveni Infrastructure Development Company Limited
Page 105
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to takeover part of the running business of Triveni Motors, a partnership firm along with part of its Assets and Liabilities in
such terms and conditions as may be mutually agreed upon. The said firm shall cease to exist after such takeover by the
company, after incorporation thereof.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
Name of Shareholder
1.
2.
3.
4.
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
H.C.Mittal (HUF)
Total
No. of Shares
(Face Value Rs. 10/-)
20, 000
20,000
5, 000
5, 000
50, 000
Percentage
Shareholding
40.00
40.00
10.00
10.00
100.00
Board of Directors
The Board of Directors of Triveni Motors (HMSI Dealership) Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur
Mittal and Mrs. Rajkumari Mittal.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Triveni Motors (HMSI Dealership) Private Limited is an unlisted company and it has not made any public or right issue in
the preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up.
8.
Rockstar Media Workx Private Limited
Rockstar Media Workx Private Limited was incorporated under the Companies Act, 1956 on March 04, 2008 at Delhi, with
the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U51109DL2008PTC174863 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi- 19.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to produce, run, marketing and distributing of films, serials, plays, tele-films, event management including sporting events
and print media
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
Name of Shareholder
1.
2.
3.
4.
5.
6.
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
Mr. Manun Thakur
Mr. Meet Thakur
Mrs. Geeta Thakur
No. of Shares
(Face Value Rs. 10/-)
Total
50,000
50,000
27,500
50,000
50,000
22,500
250,000
Percentage
Shareholding
20.00
20.00
11.00
20.00
20.00
9.00
100.00
Board of Directors
The Board of Directors of Rockstar Media Workx Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal, Mrs.
Rajkumari Mittal, Mr. Manun Thakur, Mr. Meet Thakur and Mrs. Geeta Thakur.
Financial Performance
The company has been incorporated in FY 2007-08 and its first financials are yet to be prepared.
Triveni Infrastructure Development Company Limited
Page 106
Rockstar Media Workx Private Limited is an unlisted company and it has not made any public or right issue in the preceding
three years. It has not become a sick company under the meaning of SICA and is not under winding up.
9.
Sadhna Media Private Limited
Sadhna Media Private Limited was originally incorporated under the Companies Act, 1956 on December 24, 2002 at Delhi,
with the Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U92111DL2002PTC118164 with its
registered office at 38, Rani Jhansi Road, Jhandewalan, New Delhi, under the name and style of “Sandesh Telefilms Private
Limited”. Its name was subsequently changed to “Softline Broadcasting Private Limited” on July 16, 2003 which was finally
changed to its current name viz. “Sadhna Media Private Limited” on January 27, 2006.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
of setting up of TV Channel and network, uplinking hub, teleports and Indian News Agencies.
Shareholding Pattern
The shareholding pattern of this company as on March 31, 2008 is as under:
Sr. No.
1.
2.
3.
4.
Name of Shareholder
No. of Shares
(Face Value Rs. 10/-)
Triveni Media Limited
Mrs. Puja Mittal
Mrs. Urvashi Mittal
Mr. Rakesh Kumar Gupta
Total
Percentage
Shareholding
4,870
131,617
24,000
158,883
319,370
1.52
41.21
7.51
49.75
100.00
Board of Directors
The Board of Directors of Sadhna Media Private Limited comprises of Mr. Sumit Mittal, Mr. Madhur Mittal, Mrs. Puja
Mittal, Mrs. Urvashi Mittal, Mr. Rakesh Kumar Gupta and Mrs. Urmil Gupta.
However, the promoters and promoter group would exit from this company on realization of the sale proceeds as per
mutually agreed terms between the promoters and promoter group and the other shareholder who is in agreement to purchase
their shares.
Financial Performance
The financial performance of this company since incorporation is as below:
Particulars
Total Income
Profit/(Loss) after Tax
Equity Capital (par value Rs. 10 each)
Reserves and Surplus (Excluding Revaluation Reserve)
Earnings/(Loss) per share (in Rs.)
Book value per share (in Rs.)
(Rs. In Millions, except share data)
Year Ended
Year Ended
Mar 31, 2006
Mar 31, 2005
44.74
1.70
3.19
30.49
5.34
105.24
29.78
0.94
2.40
21.64
3.91
99.72
The financial performance for the year ended March 31, 2007 cannot be given as the same is yet to be audited and is not
available with us.
Sadhna Media Private Limited is an unlisted company and it has not made any public or right issue in the preceding three
years. It has not become a sick company under the meaning of SICA and is not under winding up.
10. H.C. Mittal (HUF)
H.C. Mittal (HUF) exists since August 09, 1965 and the following are the Karta and Coparceners of the same:
Triveni Infrastructure Development Company Limited
Page 107
Sr.
No
1
2
3
4
5
6
7
8
9
10
Name
Status
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
Mrs. Urvashi Mittal
Mrs. Puja Mittal
Ms. Riddhi Mittal
Ms. Siddhi Mittal
Ms. Samriddhi Mittal
Mr. Mukund Mittal
Ms. Mrinali Mittal
Karta
Coparceners
Coparceners
Coparceners
Coparceners
Coparceners
Coparceners
Coparceners
Coparceners
Coparceners
Financial information
(Rs. In Millions)
Year Ended March 31
2007
2006
2005
0.26
0.07
0.06
0.62
10.22
2.21
Particulars
Taxable Income
Exempted Income U/s 10 (2A)
11. Triveni Capin Limited
Triveni Capin Limited was originally incorporated under the Companies Act, 1956 on May 05, 2008 at Delhi, with the
Registrar of Companies, NCT of Delhi & Haryana vide Corporate Identity No. U67120DL2008PLC177653 with its
registered office at 7th Floor, Eros Corporate Tower, Nehru Place, New Delhi.
As stated in the main objects contained in its memorandum of association this company is permitted to carry on the business
to carry on the Business of Financial services like financial planning, investment planning, tax planning, corporate advisory
and management services and/or provide information and services related to securities market to the investors.
Shareholding Pattern
The shareholding pattern of this company as on May 06, 2008 is as under:
Sr. No.
1.
2.
3.
4.
6.
7.
8.
Name of Shareholder
Mr. Sumit Mittal
Mr. Madhur Mittal
Mrs. Rajkumari Mittal
Mrs. Puja Mittal
H.C. Mittal (HUF)
Mrs. Urvashi Mittal
RMS Club & Resorts Pvt. Ltd.
Total
No. of Shares
(Face Value Rs. 10/-)
15,000
15,000
7,500
2,500
5,000
2,500
2,500
5,0000
Percentage
Shareholding
30.00
30.00
15.00
5.00
10.00
5.00
5.00
100.00
Board of Directors
The Board of Directors of Triveni Capin Limited comprises of Mr. Pradeep Kumar Sahoo, Mr. Harvinder Kumar and Mrs.
Rajkumari Mittal.
Financial Performance
The company has been incorporated in FY 2008-09 and its first financials are yet to be prepared.
Triveni Capin Limited is an unlisted company and it has not made any public or right issue in the preceding three years. It
has not become a sick company under the meaning of SICA and is not under winding up.
12. Triveni Hotels and Resorts Pvt. Ltd.
Our Promoters have proposed to incorporate a company in the name and style of ‘Triveni Hotels and Resort (P) Ltd.’ under
Registration of the Company Rules, 1961, Sikkim with its registered office at 5th Mile Tadong, East Sikkim and with the
Triveni Infrastructure Development Company Limited
Page 108
main objective relating to tourism. The Government of Sikkim Law Department has acknowledged this application and has
referred the same to the Tourism Department, Government of Sikkim for their consent for the same.
13. Triveni Power Pvt. Ltd.
Our Promoters have proposed to incorporate a company in the name and style of ‘Triveni Power Pvt. Ltd.’ under
Registration of the Company Rules, 1961, Sikkim and with the main objective relating to generation of power through
renewable source of energy.
Conflict of Interest with Promoter / Promoter Group Entities
•
We have leased out our following developed commercial properties to Triveni Motors Private Limited, one of our
Promoter Group Company:
o
one admeasuring approximately 7593 square meters located at Village Artoni, District Agra, UP at an annual
lease rent of Rs.240,000/- from July 1, 2007 to June 30, 2010.
o
one admeasuring approximately 2647 square meters located at Sultanganj, District Agra, UP at an annual lease
rent of 144,000/- from November 1, 2007 to September 30, 2008.
We have, however, entered into a lease termination agreement with Triveni Motors Private Limited on March 31, 2008
whereby the initial term of the lease for the property located at Artoni would be limited to June 30, 2008.
•
We have leased our owned property admeasuring approximately 1375 square meters located at Noida, District Gautam
Budha Nagar, UP to Triveni Media Limited, one of our Promoter Group Company, at an annual lease of Rs.600,000/from April 1, 2007. The term of the lease will end on March 31, 2010.
Payment or benefits to our Promoters during the last two years
Except as stated in the section titled “Financial Statements” beginning on page [●] of this Draft Red Herring Prospectus,
there has been no payment of benefits to our Promoters during the last two years from the date of filing of this Draft Red
Herring Prospectus.
Interest in the property of our Company
The Promoters do not have any interest in any property acquired by our Company within two years preceding the date of this
DRHP or proposed to be acquired by our Company.
Litigation
For details regarding litigation involving Promoters, see the section titled “Outstanding Litigation and Material
Developments”, beginning on page [].
Sale or Purchase between our Company and Group Companies with Promoter Group
Other than as disclosed under “Auditors’ Report to the Restated Financial Statements – Details of Transactions with Related
Parties” on page [] of this Draft Red Herring Prospectus, there have been no sales or purchases between our Company and
Group Companies with the Promoter Group / Promoter Group Entities.
Public Issue by Group Companies and Listed Group Companies
None of our group companies have made a public issue or rights issue in the last three years nor is any company in our
Promoter Group listed.
Companies / Ventures with which the promoters have disassociated in the last three years
Name of Promoter
Mr. Sumit Mittal
Mr. Madhur Mittal
Name of company where
promoters have disassociated
Softline Media Limited
Softline Media Limited
Triveni Infrastructure Development Company Limited
Date of disassociation
Reason for disassociation
March 25, 2008
March 25, 2008
Change in business decision
Change in business decision
Page 109
Striking-Off
Since incorporation, none of the Promoter Group Companies have been Striked -Off.
Related Party Transactions
For further details on related party transactions, please refer the section titled “Financial Statements” on page [●] of this
Draft Red Herring Prospectus
Dividend Policy
The declaration and payment of dividends on our Equity Shares will be recommended by our board of directors and
approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our
profits, cash flows, capital expenditure, capital requirements and overall financial condition. Since our Company is at a
growth stage, the profits earned by our Company till last year were ploughed back in our Company to meet the fund
requirements. Hence no dividend has been declared by our Company till date. Our Company has no stated dividend policy.
Triveni Infrastructure Development Company Limited
Page 110
SECTION V - FINANCIAL STATEMENTS
AUDITORS’ REPORT
To
The Board of Directors
Triveni Infrastructure Development Co. Ltd.
7th Floor, Eros Corporate Tower,
Nehru Place, New Delhi-19.
Dear Sirs,
Re: Public Issue of Equity Shares of Triveni Infrastructure Development Company Limited
We have examined the restated Financial Information of Triveni Infrastructure Development Co. Ltd. (‘the Company’)
and its subsidiaries (the Company and its subsidiaries constitute ‘the Group’); annexed to this report for the purpose of
inclusion in the offer document, signed by us for identification, in terms of our engagement agreed with you in
accordance with our letter dated January 2, 2008 in connection with the proposed initial public offer (‘IPO’) of equity
shares of the Company. The restated Financial Information has been prepared by the management and approved by the
Board of Directors of the Company which has been prepared in terms of the requirements of:
(i) Paragraph B, Part II of Schedule II of the Companies Act, 1956 (‘the Act’); and
(ii) The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘DIP
Guidelines’) as amended up-to-date and related clarifications.
A. FINANCIAL INFORMATION AS PER AUDITED FINANCIAL STATEMENTS:
1) We have examined the attached restated ‘Statement of Assets and Liabilities’ of the Company for the financial
years ended on March 31, 2003, 2004, 2005, 2006, 2007 and for the period ended December 31, 2007 (Annexure I)
and the attached restated ‘Statement of Profit & Loss Accounts’ for the years and period ending as on those dates
(Annexure II) together, referred to as ‘Summary Statements’. The Summary Statements have been extracted from
the financial statements of M/s Triveni Infrastructure Development Company (the erstwhile partnership firm
“Triveni Firm”) for the years ended March 31, 2003, 2004, 2005 and 2006 audited by R.K. Jain Agarwal & Co.,
Chartered Accountants, being the auditors of the Triveni Firm for those years. The financial statements of the years
ended March 31, 2006 and 2007 and the period year ended December 31, 2007 of the Company have been adopted
by the Board of Directors/Members and audited by us.
The Company took over the entire existing business of Triveni Firm on March 31, 2006 by purchase of all its assets
and liabilities at its book value as on that date. By virtue of this purchase Triveni Firm ceased to exist. Thus, in
Annexure I and Annexure II, we have given the financial information for the year ended March 31, 2006 for
Triveni Firm before this purchase, and for the Company before and after this purchase.
2) Based on our examination of these Summary Statements, we state that:
• The restated profits have been arrived at after charging all expenses including depreciation and after making
such adjustments and re-grouping as in our opinion are appropriate in the year / period to which they are
related as described in point B 1 of Annexure IV on “Notes to restated Financial Information”.
• The Summary Statements have to be read in conjunction with the ”Notes to restated Financial Information”
given in Annexure IV to this report.
• There are no qualifications in the auditor’s report that require adjustments to the Summary Statements.
3) The summary of significant accounting policies adopted by the Company pertaining to the Summary Statements is
disclosed in Annexure IV.
4) Audit of M/s Triveni Infrastructure Development Company (the erstwhile partnership firm) for the financial years
ended March 31, 2003, 2004, 2005 and 2006 was conducted by their auditors, R.K. Jain Agarwal & Co., Chartered
Accountants and accordingly reliance has been placed on the financial information examined by them for said
years. The financial report included for these years ended viz., March 31, 2003, 2004, 2005 and 2006 are based
solely on the report submitted by them after conducting such additional procedures as deemed to be appropriate by
us for expressing our opinion on the restated ‘Statement of Assets and Liabilities’ and restated ‘Statement of Profit
& Loss Account’ for the respective years after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years, if any, to reflect the same accounting treatment as per changed
accounting policy for all the reporting years and for the material amounts.
B. OTHER FINANCIAL INFORMATION:
Triveni Infrastructure Development Company Limited
Page 111
1) We have also examined the following other financial information annexed to in this report, prepared by the
management and approved by the Board of Directors, relating to the company for the year ended March 31, 2006,
2007 and for the period ended on December 31, 2007. In respect of the years ended on March 31, 2003, 2004, 2005
and 2006 (for Triveni Firm) this information have been included based upon the reports submitted by their
auditors, R.K. Jain Agarwal & Co. and relied upon by us:
Annexure No.
Annexures
Annexure III
Statement of Cash Flows
Annexure V
Statement of Related Party Transactions
Annexure VI
Statement of Investments
Annexure VII
Details of Sundry Debtors
Annexure VIII
Statement of Loans and Advances
Annexure IX
Details of Secured Loans
Annexure X
Details of Unsecured Loans
Annexure XI
Details of Contingent Liabilities
Annexure XII
Details of Other Income
Annexure XIII
Summary of Accounting Ratios
Annexure XIV
Capitalization Statement
Annexure XV
Computation of Deferred Tax Asset / (Liability)
Annexure XVI
Statement of Tax Shelters
In all the above Annexures we have reported the financial information relating to the financial years ending on
March 31, 2003, 2004 and 2005 for Triveni Firm. For the financial year ended March 31, 2006, we have reported
the financial information only of the Company after its purchase and not for Triveni Firm as it was bought over on
that date. The financial information for the years ended March 31, 2007 and for the period ended December 31,
2007 are that of the Company.
2) Consolidated Group Financials:
Based on the examination of the restated consolidated financial information and after placing reliance on the work
of Triveni Firm’s auditors, R.K. Jain Agarwal & Co., Chartered Accountants we state that the restated
‘Consolidated Statement of Assets & Liabilities’ (Annexure XVII) and the restated ‘Consolidated Statement of
Profit & Loss Account’ (Annexure XVIII) for the financial year ended March 31, 2003, 2004, 2005, 2006, 2007
and period ended December 31, 2007 together, referred to as ‘Consolidated Summary Statements’, as approved by
the Board of Directors of the Company and after making the necessary and relevant disclosures and adjustments as
appropriate and required to be made in our opinion in accordance with the provisions of Part II of Schedule II of the
Companies Act, 1956 and the SEBI guidelines.
The Consolidated Summary Statements are based on the audited Consolidated Financial Statements for the
respective years. Adjustments have been made to realign the significant accounting policies of the subsidiaries to
those of Triveni Infrastructure Development Company Limited, wherever practicable and except and otherwise
stated in the ”Significant Notes on Consolidation” as per (Annexure XIX).
3) In our opinion the ‘Financial Information as per Audited Financial Statements’ and ‘Other Financial Information’
as mentioned above read along the Significant Accounting policies and Notes to Accounts prepared, after making
adjustments and regrouping as considered appropriate, have been prepared in accordance with Part II of Schedule II
of the act and the DIP Guidelines.
4) This report should not in any way be construed as a re-issuance or redrafting of any of the previous audit reports
issued by us or by the other auditors nor should this report be construed as a new opinion on any of the financial
information referred to herein.
5) Our report is intended solely for use of the management and for inclusion in the offer document in connection with
the proposed offer document. Our report should not be used for any other purpose except with our consent in
writing.
For M. Mohan & Co.
Chartered Accountants
(M.M. Agrawal)
Proprietor
M. No. 82099
Place: New Delhi
Date:
Triveni Infrastructure Development Company Limited
Page 112
Annexure I
STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
In Rupees Millions
PARTICULARS
For the Financial Year / Period ended on
Triveni (after Triveni (before
Triveni
purchase)
purchase)
Firm
31.03.2006
31.03.2006
31.03.2006
31.03.2005
31.12.2007
31.03.2007
215.22
27.64
187.59
21.91
209.50
158.06
11.47
146.59
19.48
26.97
193.04
39.36
0.02
39.34
33.72
73.06
1.40
0.02
1.38
1.38
43.61
5.65
37.97
37.97
19.35
32.94
3.54
6.04
Total
1,537.58
597.57
120.41
287.24
977.95
3,520.75
544.37
715.69
117.93
108.31
980.32
2,466.62
119.40
366.06
353.85
10.73
85.54
935.58
Total
NET WORTH (A+B+C-D)
332.60
159.64
1.34
1,799.59
262.97
2,556.13
1,193.47
181.55
125.06
3.10
1,742.42
60.30
2,112.43
580.17
327.51
327.51
A. FIXED ASSETS:
Gross Block
Less: Depreciation
Net Block
Capital Work in Progress
Goodwill (on purchase)
Total
B. INVESTMENTS
C. CURRENT ASSETS, LOANS AND
ADVANCES
Sundry Debtors
Inventories and Projects in Progress
Cash and Bank Balances
Other Current Assets
Loans and Advances
D. LIABILITIES & PROVISIONS
Secured Loans
Unsecured Loans
Deferred Tax Liability
Current Liabilities
Provision for Tax
31.03.2004
31.03.2003
108.77
3.43
105.35
105.35
18.77
1.30
17.47
17.47
3.25
0.29
2.96
2.96
-
-
-
-
70.04
261.04
148.88
479.96
119.40
296.02
92.82
10.73
4.88
523.85
61.56
82.52
6.33
25.33
0.66
176.39
23.99
42.35
3.05
10.88
0.56
80.83
5.79
13.22
0.83
9.13
1.79
30.76
80.20
45.39
0.77
692.27
24.04
842.67
169.51
5.30
0.50
0.04
451.45
10.58
467.86
19.51
74.90
14.69
0.74
311.55
13.46
415.32
146.49
45.54
8.70
0.61
90.46
9.08
154.40
127.34
28.74
2.75
0.71
52.06
1.62
85.88
12.43
8.86
0.41
8.14
0.74
18.15
15.57
240.01
240.01
0.50
150.00
150.50
0.50
0.50
6.44
6.44
12.58
12.58
7.07
7.07
13.48
13.48
635.10
232.50
867.60
29.87
312.50
342.37
6.66
12.50
19.16
6.66
12.50
19.16
76.61
63.44
140.05
51.32
63.44
114.76
5.37
5.37
2.09
2.09
1.65
2.21
0.15
0.15
-
-
-
-
1,193.47
580.17
169.51
19.51
146.49
127.34
12.43
15.57
Represented By
E. SHARE CAPITAL
Equity Share Capital
Share Application Money
Total
F. RESERVES AND SURPLUS
Profit and Loss Account
General Reserve
Revaluation Reserve
G. MISCELLANEOUS EXPENSES
NET WORTH (E+F-G)
Triveni Infrastructure Development Company Limited
Page 113
Annexure II
STATEMENT OF PROFIT & LOSS ACCOUNT, AS RESTATED
In Rupees Millions
PARTICULARS
For the Financial Year / Period ended on
Triveni (after Triveni (before
Triveni
purchase)
purchase)
Firm
31.03.2006
31.03.2006
31.03.2006
31.03.2005
31.12.2007
31.03.2007
Total
3,214.13
11.81
3,225.95
2,313.99
4.87
2,318.86
1,068.07
1,068.07
1,068.07
1,068.07
143.52
0.83
144.35
B. EXPENDITURE
Project Related Costs
Employee Costs
Administration, Selling and Other Expenses
Total
2,565.85
18.17
105.37
2,689.38
1,782.16
17.40
91.30
1,890.87
1,032.58
0.48
5.13
1,038.18
1,032.58
0.48
5.13
1,038.18
536.56
427.99
29.88
16.17
5.06
515.34
24.22
491.12
11.45
6.74
409.80
37.30
372.50
95.79
(1.76)
1.10
395.98
209.25
605.24
A. INCOME
Income from Operations
Other Income
Profits Before Depreciation, Interest & Tax
(A-B)
Depreciation
Amortization of Goodwill on purchase
Profits Before Interest & Tax
Interest & Financial Charges
Profits Before Tax
Less:
Current Year's Tax
Deferred Tax (Asset) / Liability
Fringe Benefit Tax
Profit After Tax before Extraordinary Items
Add: Extraordinary Income (Net of Tax)
Profit After Tax after Extraordinary Items
Less:
Provision for Dividend
Provision for Dividend Distribution Tax
Provision for Interest on Partner's Capital
Profits After Tax to be transferred
Balance brought forward from Previous Year
Less: Transfer to General Reserve
Add: Dividend & Tax written back
BALANCE CARRIED TO SUMMARY OF
ASSETS & LIABILITIES
31.03.2004
31.03.2003
157.04
0.90
157.94
38.50
0.89
39.39
25.27
0.70
25.97
85.97
2.72
14.79
103.48
91.65
1.71
4.11
97.47
28.58
0.85
1.24
30.67
19.24
0.94
0.82
21.00
29.88
40.87
60.47
8.71
4.98
0.02
29.86
0.08
29.78
0.02
29.86
0.08
29.78
2.22
38.65
8.39
30.27
2.13
58.35
4.51
53.84
1.01
7.70
2.67
5.03
0.29
4.69
0.89
3.79
46.54
2.32
1.00
322.64
322.64
9.99
0.04
0.03
19.73
19.73
9.99
0.04
0.03
19.73
19.73
4.34
0.12
0.25
25.55
25.55
7.66
(0.09)
46.27
46.27
1.03
0.30
3.70
3.70
0.81
0.41
2.58
2.58
605.24
29.87
-
322.64
6.66
300.00
0.57
0.50
0.07
19.16
12.50
-
0.50
0.07
19.16
12.50
-
0.27
25.29
51.32
-
0.31
45.96
5.37
-
0.43
3.28
2.09
-
0.49
2.09
-
635.10
29.87
6.66
6.66
76.61
51.32
5.37
2.09
Triveni Infrastructure Development Company Limited
Page 114
Annexure III
STATEMENT OF CASH FLOWS, AS RESTATED
In Rupees Millions
PARTICULARS
31.12.2007
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
A) Cash Flow from Operating Activities
Net Profit Before Tax
Adjustments for:
Depreciation
Interest Income
Interest Expense
Rebate & Discount
Rental Income
Misc. Exp. written off
Liabilities written off
Goodwill on takeover w/off
Direct Tax paid
Operating Profit before working capital changes
Sundry Debtors
Inventories and Projects in Progress
Other Current Assets
Loans & Advances
Current Liabilities
Net Cash from Operating Activities [A]
491.12
372.50
29.78
53.84
5.03
3.79
16.17
(9.65)
24.22
(0.79)
(0.59)
0.56
5.06
(1.93)
524.16
(993.21)
118.11
(178.93)
2.37
57.97
(469.53)
11.45
(3.35)
37.30
(1.52)
0.56
0.01
6.74
(10.20)
413.49
(424.98)
(349.63)
(97.58)
(893.78)
1,050.15
(302.31)
0.02
0.08
0.04
29.92
(70.04)
(148.88)
451.45
262.44
2.13
(0.83)
4.51
(0.07)
(0.11)
59.46
(37.56)
(40.16)
(14.45)
(0.10)
38.40
5.58
1.01
(0.85)
2.67
(0.04)
(0.06)
7.76
(18.21)
(29.13)
(1.75)
1.23
43.91
3.82
0.29
(0.70)
0.89
(0.00)
4.28
(5.69)
(6.23)
(1.10)
(1.78)
7.96
(2.56)
B) Cash flow from Investing Activities:
Purchase of Fixed Assets
Interest received
Income fromn Rent
Extraordinary Income from Sale of Investments
(Increase)/Decrease in investments
Capital work in Progress
Cash & Cash Equivalents acquired on take over
Net Cash used in Investment Activities [B]
(57.16)
9.60
0.59
317.00
13.60
19.48
303.11
(118.70)
3.35
-
(1.40)
-
(26.56)
0.83
-
(15.52)
0.85
-
(2.92)
0.63
-
(29.40)
(19.48)
(164.22)
(6.04)
92.82
85.38
(25.73)
(14.67)
(2.30)
C) Cash flow from Financing Activities:
Issue of Equity Shares
Proceeds from Borrowings
Interest Paid
Net Cash used in Financing Activities [C]
7.50
185.62
(24.22)
168.90
86.89
181.03
(37.30)
230.62
0.31
5.80
(0.08)
6.03
5.19
22.75
(4.51)
23.43
(6.90)
22.63
(2.67)
13.06
(1.44)
7.01
(0.89)
4.68
353.85
3.29
2.21
(0.18)
Net Increase/(Decrease) in cash & cash equivalents
([A]+[B]+[C])
2.48
(235.92)
Cash & Cash equivalents at the beginning of the year
117.93
353.85
-
3.05
0.83
1.01
Cash & Cash equivalents at the end of the year
120.41
117.93
353.85
6.33
3.05
0.83
Triveni Infrastructure Development Company Limited
Page 115
Annexure IV
NOTES TO RESTATED FINANCIAL INFORMATION
BACKGROUND
Triveni Infrastructure Development Company Limited was incorporated on February 3, 2006 to purchase the entire
existing operations of M/s. Triveni Infrastructure Development Company, a Partnership Firm with all its Assets and
Liabilities on such terms and conditions as mutually agreed upon. The said firm ceased to exist after the purchase.
As a result of the said purchase, the Company now owns all the assets and liabilities of the erstwhile partnership firm.
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.
Basis of preparation of financial statements
The financial statements are prepared under historical cost convention, on the accrual basis of accounting in
accordance with the Companies Act, 1956 and the Accounting Principles Generally Accepted in India (‘Indian
GAAP’) and comply with the Accounting Standards issued by the Institute of Charted Accountants of India
(‘ICAI’) to the extent applicable.
2.
Use of estimates
The preparation of financial statements in conformity with the Generally Accepted Accounting Principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those
estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.
3.
Fixed assets
Fixed assets are stated at historical cost less accumulated depreciation. Cost includes purchase price and all other
costs attributable to bring the assets to its working condition for the intended use.
4.
Depreciation
Depreciation on fixed assets is provided on written down value method in the manner and rates prescribed in
Schedule XIV to the Companies Act, 1956 except in the case of steel shuttering and scaffolding material, which is
treated as part of plant and machinery, where the estimated useful life, based on technical evaluation has been
determined as five years and three years for wooden shuttering.
Assets costing below Rs. 5,000 are written off in the year of purchase.
5.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition of a qualifying asset (including real estate projects)
are considered as part of the cost of the asset/ project. All other borrowing costs are treated as period cost and
charged to the Profit and Loss Account in the year in which incurred.
6.
Impairment of assets
An assessment is made at each balance sheet date whether there is any indication that an asset may be impaired. If
any such indication exists, the recoverable amount of the asset is estimated. If such recoverable amount of the asset
or the recoverable amount of the cash generating unit to which the asset belong is less than its carrying amount, the
carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is
recognized in the Profit and Loss Account.
7.
Investments
Long-term investments are stated at cost. Provision for diminution in the value of each long term investment is
made to recognize a decline, if any, other than of a temporary nature. However as on the date of Balance Sheet
there is no diminution for any investments made by the Company.
Current investments are stated at lower of cost or market value.
8.
Inventories
i.
Building material and consumable stores are valued at cost.
ii.
Land is valued at cost, which is determined on average method. Cost includes cost of acquisition and all
related costs.
iii.
Construction work in progress is valued at cost. Cost includes cost of material, wages and other related
overheads related to project under construction.
iv.
Certain lands (stock in trade) are held for the company in the name of Directors / Subsidiary Companies.
Triveni Infrastructure Development Company Limited
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9.
Projects in progress
Projects in progress are valued at cost. Cost includes cost of land, materials, construction, wages, borrowing costs
and other overheads relating to projects.
10. Revenue recognition
i.
Our revenue is recognized on the ‘Percentage of Completion method’ of accounting.
Revenue comprises of aggregate amounts of sale price agreed with the customers and is recognized on the
basis of percentage of actual costs incurred thereon, including land and total estimated construction and
development cost of projects under execution subject to such actual cost being 30 percent or more of the
total estimated cost.
The stage of completion under the POC method is measured on the basis of percentage that actual costs
incurred on real estate projects including land, construction and development cost bears to the total estimated
cost of the projects. The estimates of the projected revenue, projected profits, projected costs, cost to
completion and the foreseeable loss are reviewed periodically by the management and any effect of changes
in estimates is recognized in the period such changes are determined.
The sale of real estate project on FSI basis is recognized in the year of conclusion of agreement, as normal
business of transaction of the trade and is as per the practice in the real estate trade.
ii.
Penalty charges are levied on delayed payments by customers is accounted on receipts basis due to
uncertainty of recovery of the same.
11. Foreign currency transactions
Transactions in foreign currency, which are of revenue in nature are recorded at the rate of exchange in force at the
time of occurrence of the transactions.
12. Accounting for taxes for income
i.
Provision for current tax is made, based on the tax payable under the Income Tax Act, 1961.
ii.
Deferred tax on timing differences between taxable and accounting income is accounted for, using the tax
rates and the tax laws enacted or substantially enacted as on the balance sheet date. Deferred tax assets on
unabsorbed tax losses and unabsorbed depreciation are recognized only when there is a virtual certainty of
their realization. Other items are recognized only when there is a reasonable certainty of their realization.
However the deferred tax liability for the Company is determined for the timing differences arising out of the
depreciation under the Income Tax Act, 1961 and the Companies Act, 1956.
13. Employee Benefits
i.
Contributions payable by the Company to the concerned government authorities in respect of Employees
Provident Fund are charged to the profit and loss account.
ii.
Since the company is incorporated on February 3, 2006, Gratuity is not applicable as the company has not
completed five fiscal years required for ascertaining the defined obligation of gratuity liability.
14. Provisions, contingent liabilities and contingent assets
A provision is recognized when:
i.
The Company has a present obligation as a result of a past event;
ii.
It is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation; and
A reliable estimate can be made of the amount of the obligation.
iii.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation
that the likelihood of outflow of resources is remote, no provision or disclosure is made.
In our normal course of business, the advance monies received, which prior to the execution of sales deed and
handing over the possession to allotment holder / booking holder, may be claimed for refund due to any reason.
Amounts on account of these claims and for disputes arising out of such claims are not ascertainable till the time
they are claimed and, thus, cannot be provided for.
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B. NOTES TO SUMMARY STATEMENTS
1.
Notes on Adjustments
The reconciliation of Profit after Tax as per Audited Results and the Profit after Tax as per restated Summary
Statements is presented below in Table – 1. This summarizes the results of restatements made in the audited
accounts for the respective years and its impact on the Profit and Loss Account:
Table – 1
NOTES ON ADJUSTMENTS
Particulars
PAT as per Audited Accounts
Adjustments for Changes in A/c policies
for Revenue Recognition
- Impact on Sales
- Increse / (decrease) in stock and
Projects in Progress
for Depreciation
for Salary / Remuneration to Partners of Triveni Firm
Goodwill on purchase arising on restatement w/off
Impact of Tax for the year
Deferred Tax
PAT as per Restated Accounts
31.12.2007
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
612.62
318.14
19.66
58.46
4.23
2.28
-
49.37
-
(13.57)
6.29
(1.73)
0.45
(5.06)
(32.25)
0.99
(6.74)
-
10.82
(1.63)
(0.24)
-
(4.57)
(0.74)
(0.24)
-
3.59
(0.11)
(0.24)
-
(3.54)
0.76
605.24
(6.54)
(0.33)
322.64
0.07
19.73
(7.66)
0.09
46.27
(0.97)
(0.30)
3.70
(0.81)
(0.41)
2.58
The explanatory notes for these adjustments are discussed below:
i. Change in accounting policy for revenue recognition policy
Pursuant to the issuance of the Guidance Note on ‘Recognition of revenue by Real Estate Developers’, by the
Institute of Chartered Accountants of India, the Company changed the accounting policy for recognition of
revenue on all new real estate projects from the year ended March 31, 2007 onwards so as to fully recognize
profits under the `Percentage Completion Method’ (POC).
However, for the years ended March 31, 2003, 2004, 2005 and 2006 the revenues were being recognized on
the basis of ‘registered sale deed executed’ or ‘allotment / advice letters for the houses / flats issued’ for all the
projects except in case of Triveni Paradise project, where work completion method was followed.
As a result of change in the accounting policy in the year ended March 31, 2007, revenue is recomputed and
revised as per POC method on all the projects and consequential effect is given in the restated Statement of
Asset and Liabilities and the restated Statement of Profit and Loss Account for the period ended December 31,
2007 and for the years ended March 31, 2003, 2004, 2005, 2006 and 2007.
ii. Change in the accounting policy for Depreciation
Depreciation on all the fixed assets upto the year ended March 31, 2006 was provided on the basis of the
technical evaluation which has now been changed from the year ended March 31, 2007 and provided as per the
Schedule XIV of the Companies Act, 1956, except steel shuttering & scaffoldings material and wooden
shuttering, treated as a part of plant and machinery, where the estimated useful life has been determined as 5
years and 3 years respectively. Accordingly impact of depreciation on account of the said change in method of
accounting has been recomputed for years ended March 31, 2003, 2004, 2005, 2006, 2007 and the period
ended December 31, 2007.
iii. Adjustment for Salary / Remuneration to Partners of Triveni Firm
For the years ended March 31, 2003, 2004 and 2005 the salary paid to the erstwhile partners, now directors has
been grouped in the employee cost in the restated Statement of Profit and Loss Account.
iv. Goodwill on purchase arising on restatement
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Triveni Infrastructure Development Company Limited paid Triveni Firm an amount of Rs.180.20 Million to
take over its assets and liabilities at its book value on March 31, 2006. However, while restating the audited
accounts of Triveni Firm its book value have reduced to an extent of Rs. 33.72 million. This resultant excess of
purchase consideration over the reduced book value of Triveni Firm is shown as Goodwill in the restated
Summary Statements of the Company. The same is being amortized over a 5 year period as required by
Accounting Standard - 14 on ‘Accounting for Amalgamations’ issued by the Institute of Chartered
Accountants of India.
v. Tax for the year
The restated Statement of Profit and Loss Accounts has been adjusted for respective years in respect of short /
excess provision for income tax as compared to the tax payable as per income tax returns filed by the Company
for the respective years. Tax obligations were not provided in the books of Triveni Firm which have now been
adjusted as an expense for those respective financial years.
The change in the provision for tax as a result of change in the accounting policies for revenue recognition and
depreciation has also been given effect in the restated Statement of Profit and Loss Account.
vi. Impact of Deferred Tax
In the erstwhile partnership firm there was no requirement to comply with the provisions of Accounting
Standard – 22, ‘Accounting for Taxes on Income’. The restated Summary Statements have been prepared after
considering the effect of Deferred Tax as per the provisions of the Accounting Standard – 22 for the years
ended March 31, 2003, 2004, 2005 and 2006 for the Triveni firm.
The change in deferred tax as a result of change in the accounting policy for depreciation has also been given
effect in the restated Statement of Profit and Loss Account.
vii. Material regroupingss
The following balances have been regrouped in the restated Statement of Assets and Liabilities and the restated
Statement of Profit and Loss Account:
a)
Bank FDRs for the years ended March 31, 2003, 2004, 2005, 2006, 2007 and the period ended December 31,
2007 have been regrouped under the head Other Current Assets in the restated Statement of Assets and
Liabilities.
b) For the year ended March 31, 2003 ‘earnest money deposited’ and ‘advance paid towards land’ which was
grouped under the head ‘Investments’ have been now regrouped under the head ‘Loans and Advances’.
c)
2.
For the year ended March 31, 2006, the Revaluation Reserve which arose in the previous financial year and
transferred to Partners Capital account in the current financial year has now been shown under the head
‘Reserves and Surplus’. Further, in the same year, the amount paid as an advance towards land has been
regrouped from ‘Investments’ under the head ‘Loans and Advances’.
Purchase of M/s. Triveni Infrastructure Development Company
The Company took over the entire existing business of Triveni Firm on March 31, 2006 by purchase of all its assets
and liabilities at its book value of Rs.180.20 million as on that date. The purchase consideration consists of Share
Application Money of Rs.150.00 million and the balance of Rs.30.20 million as Unsecured Loans in books of
accounts.
3.
Revaluation and reclassification
A land located at Sultanganj and Raipura Jat, Agra together admeasuring 0.05 Million Sq. mtrs. had been revalued
from the purchase cost of Rs.35.03 million to Rs. 98.46 million resulting to a Revaluation Reserve of Rs.63.43
million appearing in the books of accounts of Triveni Firm for the year ended March 31, 2005. The same was
reclassified as Closing Work in Process in the books of accounts for the year ended March 31, 2006 of Triveni
Firm.
4.
Earnings per share (EPS)
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The earnings considered in ascertaining the Company’s EPS comprises the profit available for shareholders, i.e.
profit after tax and statutory/regulatory appropriations, as restated. The number of shares used in computing Basic
EPS is the weighted average number of shares outstanding during the year (Please refer Annexure – XIII on
‘Statement of Accounting Ratios’).
Segment information
5.
Triveni Infrastructure Development Company Limited, a Level 1 Enterprise is required to disclose the information
required by Accounting Standard – 17. No separate segments have been reported as the company does not have
more than one Business or Geographical Segments, within the meaning of Accounting Standard – 17, which differ
from each other in risk and reward.
6.
Related Party Disclosure:
The Related Party Disclosure as required by the provisions of Accounting Standard – 18, Related Party Disclosures
issued by the Institute of Chartered Accountants of India can be seen from Annexure V.
C. SIGNIFICANT ACCOUNTING POLICIES AND NOTES AS APPEARING IN THE AUDITED
FINANCIAL STATEMENTS OF THE COMPANY ARE AS UNDER:
1.
Period ended December 31, 2007
i. Revenue recognition
a.
Real Estate Projects:The basis of recognition of revenue in different residential projects are as follows: -
1) Triveni Rangoli Comfort Homes
Sales are recognized on the basis of actual receipts based on registration / executed of the houses during the
year.
2) Agra Gymkhana Residential Township
Revenue has been recognized on the basis of execution of registry or possession by the buyers as per the
practice followed in the past.
3) Revenue from other real estate projects is recognized on the ‘Percentage of Completion Method’ (POC) of
accounting.
Revenues under the POC method is recognized on the basis of percentage of actual costs incurred,
including land, construction and development cost of projects under execution subject, to such actual cost
being 30 percent or more of the total estimated cost of projects.
The stage of completion under the POC method is measured on the basis of percentage that actual costs
incurred on real estate projects including land, construction and development cost bears to the total
estimated cost of the project. The estimates of the projected revenues, projected profits, projected costs,
cost to completion and the foreseeable loss are reviewed periodically by the management and any effect of
changes in estimates is recognized in the period such changes are determined.
b.
The sale of real estate project on FSI basis is recognized in the period of conclusion of agreement, as
normal business of transaction of the trade and is as per the practice in the real estate trade.
ii.
Projects on which revenue is not recognized
“Triveni Heights” is situated at NH- 24, Ghaziabad is one of the project on which revenue is not recognized
because actual sale was not there during the year. However, this project has already been approved by the
Ghaziabad Development Authority (GDA) during the Financial Year 2006- 2007 and eligible for deduction of
Profits U/s 80 IB in the year in which revenue is recognized.
iii.
Extraordinary Income
Extraordinary Income includes a Short Term Capital Gain of Rs 317 Million on account of the sale of the
company’s entire shareholding in S. N. Realtors Pvt. Ltd., a wholly owned subsidiary. The same has been
disclosed in the Statement of Profit and Loss Accounts at an amount of Rs.209.25 million (net of tax).
Triveni Infrastructure Development Company Limited
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iv.
a.
b.
v.
2.
Contingent Liability
As per the information provided to us by the management, Service Tax (Search & Seizure) was conducted in
March 2006 on the erstwhile partnership firm before its takeover / merger into the company, wherein cash of
Rs.7,25,000/- (Rupees Seven Lacs Twenty Five Thousand Only) was seized in the name of the said firm but
belonged / accounted for in the books of associate firm M/s Triveni Motors. The decision is still pending in
Tax Civil writ before H’ble Allahabad High Court in respect of applicability of Service Tax Provisions on the
business of the Company/ real estate developers. The company is advised that service tax is not applicable on
the business carried on by the company. No quantification is done as the service tax department has not come
up with any order in regard of company’s liability to service tax.
Bank Guarantee in favour of Third Party relates to the bank guarantee of Rs.34.14 Million originally issued in
favour of the company’s erstwhile wholly owned subsidiary ‘S N Realtors Private Limited’.
Determination of revenues under ‘Percentage of Completion Method’ necessarily involves making estimates
by management for percentage of completion, cost to completion, revenues expected from projects, projected
profits and foreseeable loss. These estimates being of a technical nature have been relied upon by the auditors.
Year ended March 31, 2007
i.
Revenue recognition
a.
Real Estate Projects:The basis of recognition of revenue in different residential projects are as follows: -
1) Triveni Rangoli Comfort Homes
Sales are recognized on the basis of actual receipts based on registration / executed of the houses during the
year.
2) Agra Gymkhana Residential Township
Revenue has been recognized on the basis of execution of registry or possession by the buyers as per the
practice followed in the past.
3) Revenue from other real estate projects is recognized on the ‘Percentage of Completion Method’ (POC) of
accounting.
Revenues under the POC method is recognized on the basis of percentage of actual costs incurred,
including land, construction and development cost of projects under execution subject, to such actual cost
being 30 percent or more of the total estimated cost of projects.
The stage of completion under the POC method is measured on the basis of percentage that actual costs
incurred on real estate projects including land, construction and development cost bears to the total
estimated cost of the project. The estimates of the projected revenues, projected profits, projected costs,
cost to completion and the foreseeable loss are reviewed periodically by the management and any effect of
changes in estimates is recognized in the period such changes are determined.
b.
The sale of real estate project on FSI basis is recognized in the period of conclusion of agreement, as
normal business of transaction of the trade and is as per the practice in the real estate trade.
ii.
Projects on which revenue is not recognized
“Triveni Heights” is situated at NH- 24, Ghaziabad is one of the project on which revenue is not recognized
because actual sale was not there during the year. However, this project has already been approved by the
Ghaziabad Development Authority (GDA) during the Financial Year 2006- 2007 and eligible for deduction of
Profits U/s 80 IB in the year in which revenue is recognized.
iii.
Contingent liability not provided for in respect of
Service Tax (Search & Seizure) was conducted in March 2006 on the erstwhile partnership firm before its
takeover / merger into the company, wherein cash of Rs. 7,25,000/- (Rupees Seven Lacs Twenty Five Thousand
Only) was seized in the name of the said firm but belonged / accounted for in the books of associate firm M/s
Triveni Motors. The decision is still pending in Tax Civil writ before H’ble Allahabad High Court in respect of
applicability of Service Tax Provisions on the business of the Company/ real estate developers. The company is
advised that service tax is not applicable on the business carried on by the company. No quantification is done
as the service tax department has not come up with any order in regard company’s liability to service tax.
Triveni Infrastructure Development Company Limited
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iv.
3.
Determination of revenues under ‘Percentage of Completion Method’ necessarily involves making estimates by
management for percentage of completion, cost to completion, revenues expected from projects, projected
profits and foreseeable loss. These estimates being of a technical nature have been relied upon by the auditors.
Year ended March 31, 2006 (Triveni)
i.
The sales have been recognized on the basis of completion of houses / flats or at the time of possession /
Registration whichever is earlier and the system was consistently followed by the partnership firm taken over
by the company in the past.
The sale of real estate project on FSI basis to a group company is recognized in the year of conclusion of
agreement, normal business transaction of the trade and is as per the practice in the real estate trade.
Applicability of Service Tax Act Provisions on the business of the company real estate developers: The
Company is advised that service tax is not applicable on the business carried on by the company. No
quantification is done as the service tax department has not come up with any order is regard company’s
liability to service tax.
The company during the year sold its real estate projects on FSI basis to a group company, which has been
recognized as revenue.
4.
i.
ii.
5.
i.
ii.
6.
i.
ii.
Years ended March 31, 2006 (Triveni firm)
Contract Receipts are booked on the basis of Allotment Letter/ Advise/ Registered Sale Deed.
The cars are purchased with the funds of the firm. However, are held in the name of the partners. The car/
vehicles are used for the purpose of the business of the firm.
Years ended March 31, 2005 (Triveni firm)
Contract Receipts are booked on the basis of Allotment Letter/ Advise/ Registered Sale Deed.
The cars are purchased with the funds of the firm. However, are held in the name of the partners. The car/
vehicles are used for the purpose of the business of the firm.
Years ended March 31, 2004 (Triveni firm)
Contract Receipts are booked on the basis of Allotment Letter/ Advise/ Registered Sale Deed. Contract
Receipts in Triveni Paradise Project is taken on work completion method.
The cars are purchased with the funds of the firm. However, are held in the name of the partners. The car/
vehicles are used for the purpose of the business of the firm.
D. Remarks of auditors included in their report under Companies (Auditor’s Report) Order, 2003(CARO)/
Manufacturing and Other Companies (Auditor’s Report) Order, 1988 (MAOCARO), which do not affect
restated Statement of Assets and Liabilities or the restated Statement of Profit and Loss Account
The Statutory Auditors of the Company; M. Mohan & Co., Chartered Accountants for the period ended December
31, 2007, have included following remarks under CARO in their report on the accounts. These are reproduced
below:
From the annexure to the audit report
Para I (a) - The company has maintained proper records showing full particulars including quantitative details and
situation of fixed assets. However, at few of its project locations the maintenance of records needs to be improved.
The discrepancies noticed on verification between the physical stocks and the books records were not material in
relation to the operation of the company.
Para II (b) - In our opinion and according to the information and explanations given to us, the procedures of
physical verification of inventory followed by the management are inadequate in relation to the size of the company
and the nature of its business.
Para IV - In our opinion and according to the information and explanations given to us, there are inadequate
internal control procedures commensurate with the size of the Company and nature of its business with regard to
the purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has
Triveni Infrastructure Development Company Limited
Page 122
been noticed in the internal controls. However in view of the rapid growth of the business it needs to be further
strengthened.
Para VIII – In our opinion, the Company has an Internal Audit system, not commensurate with the size and nature
of its business.
Para X (a) - According to the records of the company and information and explanation given to us, the company
was generally regular in depositing undisputed statutory dues with the appropriate authorities during the year
except non-payment of advance Income Tax, FBT installments and Employee Provident Fund dues amounting to
Rs.157,020/Para X (b) - According to the information and explanation given to us, no undisputed amounts in respect of Income
Tax Liability is outstanding for the period ending 31st December, 2007 for a period of more than 6 months from the
date they became payable.
The Statutory Auditors of the Company; M. Mohan & Co., Chartered Accountants for the year ended March 31,
2007, have included following remarks under CARO in their report on the accounts. These are reproduced below:
From annexure to the audit report
Para I (a) - The company has maintained proper records showing full particulars including quantitative details and
situation of fixed assets. However at few of its project locations the maintenance of records needs to be improved.
The discrepancies noticed on verification between the physical stocks and the books records were not material in
relation to the operation of the company.
Para II (b) - In our opinion and according to the information and explanations given to us, the procedures of
physical verification of inventory followed by the management are inadequate in relation to the size of the company
and the nature of its business.
Para IV - In our opinion and according to the information and explanations given to us, there are inadequate
internal control procedures commensurate with the size of the Company and the nature of its business with regard
to the purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has
been noticed in the internal controls. However in view of the rapid growth of the business it needs to be further
strengthened.
Para VIII - In our opinion, the Company has an Internal Audit system, not commensurate with the size and nature
of its business.
Para X (a) - According to the records of the company and information and explanation given to us, the company
was generally regular in depositing undisputed statutory dues with the appropriate authorities during the year
except nonpayment of advance Income Tax and FBT installments.
Para X (b) - According to the information and explanation given to us, undisputed amounts in respect of interest
payable on nonpayment of advance Income Tax Liability amounting to Rs. 898686/- is outstanding for the year
ending 31st March, 2006 for a period of more than 6 months from the date they became payable.
Triveni Infrastructure Development Company Limited
Page 123
Annexure V
Part A – Related Parties
i.
Related Parties at any time during the period ended December 31, 2007
I
1
2
3
4
5
6
7
8
9
10
11
12
13
Subsidiaries
Chahat Garments (P) Ltd.
S N Realtors (P) Ltd.
RMS Club & Resorts (P) Ltd.
Ghaziabad Developers P. Ltd.
Saral Infrabuild P. Ltd.
Goldmine Infrabuild P. Ltd.
Rewari Developers P. Ltd.
Sunrise Infrabuild P. Ltd.
Exotica Propbuild P. Ltd.
FBD. Realtors (P) Ltd.
FBDONE Realtors (P) Ltd.
FBDTWO Realtors (P) Ltd.
FBDFOUR. Realtors (P) Ltd.
II
1
2
Associates
Minu’s Collections Pvt. Ltd.
Triveni- Ferrous Infrastructure Pvt. Ltd.
III
1
2
3
4
5
6
7
8
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Ajay Singh Pundhir
Brijesh Pahuja
Ravi Khandelwal
Pradeep Kumar Sahoo
Harvind Kumar Balecha
IV
1
2
3
4
5
6
7
8
9
10
11
12
Relatives of Key Managerial Personnel
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
Sunita Singh
Nirmal Pahuja
Neetu Pahuja
Reema Pahuja
Renu Balecha
V
1
2
3
4
5
6
7
8
9
10
11
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
Red Parrot Technologies Pvt. Ltd.
Triveni Media Services Ltd.
Triveni Media Ltd.
Triveni Motors Pvt. Ltd.
Triveni Motors (JCB Dealership) Pvt. Ltd.
Triveni Motors (HMSI Dealership) Pvt. Ltd.
Triveni Infracon Pvt. Ltd.
Sadhna Media Pvt. Ltd.
Softline Media Ltd.
Triveni Infrastructure Development Company Limited
Page 124
ii.
Related Parties at any time during the year ended March 31, 2007
I
1
2
3
4
5
6
7
8
9
Subsidiaries
Chahat Garments (P) Ltd.
RMS Club & Resorts (P) Ltd.
Ghaziabad Developers P. Ltd.
Saral Infrabuild P. Ltd.
Goldmine Infrabuild P. Ltd.
Rewari Developers P. Ltd.
Sunrise Infrabuild P. Ltd.
Exotica Propbuild P. Ltd.
S. N. Realtors Pvt. Ltd.
II
1
2
Associates
Minu’s Collections Pvt. Ltd.
Triveni-Ferrous Infrastructure Pvt. Ltd.
III
1
2
3
4
5
6
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Ajay Singh Pundhir
Ravi Khandelwal
Harvind Kumar Balecha
IV
1
2
3
4
5
6
7
8
9
Relatives of Key Managerial Personnel
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
Sunita Singh
Renu Balecha
V
1
2
3
4
5
6
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
Triveni Media Ltd.
Triveni Motors Pvt. Ltd.
Sadhna Media Pvt. Ltd.
Softline Media Ltd.
iii.
Related Parties at any time during the year ended March 31, 2006
I
1
Subsidiaries
Chahat Garments (P) Ltd.
II
1
Associates
Triveni-Ferrous Infrastructure Pvt. Ltd.
III
1
2
3
4
5
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Ravi Khandelwal
Harvind Kumar Balecha
IV
Relatives of Key Managerial Personnel
Triveni Infrastructure Development Company Limited
Page 125
1
2
3
4
5
6
7
8
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
Renu Balecha
V
1
2
3
4
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
RMS Club & Resorts Pvt. Ltd.
Minu’s Collections Pvt. Ltd.
iv.
Related Parties at any time during the year ended March 31, 2005
I
1
2
3
4
5
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Ravi Khandelwal
Harvind Kumar Balecha
II
1
2
3
4
5
6
7
8
Relatives of Key Managerial Personnel
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
Renu Balecha
III
1
2
3
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
RMS Club & Resorts Pvt. Ltd.
v.
Related Parties at any time during the year ended March 31, 2004
I
1
2
3
4
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Harvind Kumar Balecha
II
1
2
3
4
5
6
7
Relatives of Key Managerial Personnel
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
III
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
RMS Club & Resorts Pvt. Ltd.
Triveni Infrastructure Development Company Limited
Page 126
vi.
Related Parties at any time during the year ended March 31, 2003
I
1
2
3
4
Key Managerial Personnel
Sumit Mittal
Madhur Mittal
Rajkumari Mittal
Harvind Kumar Balecha
II
1
2
3
4
5
6
7
Relatives of Key Managerial Personnel
Urvashi Mittal
Riddhi Mittal
Siddhi Mittal
Samriddhi Mittal
Puja Mittal
Mrinali Mittal
Mukund Mittal
III
1
2
3
Entities over which key managerial personnel or their relatives exercises significant influence
H.C. Mittal (HUF)
Triveni Motors (Partnership Firm)
RMS Club & Resorts Pvt. Ltd.
Triveni Infrastructure Development Company Limited
Page 127
Part B – Related Party Transactions
Rs.in Millions
PARTICULARS
Period ended
'Dec 31, 2007
2007
Year ended March 31,
2006
2005
2006
2004
2003
A SUBSIDIARIES
Transactions during the year / period
Investment in Shares
Sale of Investments
Advances Given (net)
Realisation of Debtors
Bank Guarantees Given
Outstanding Balances
Investments
Advances
Bank Guarantees
0.40
322.00
(231.90)
-
5.70
249.09
24.61
34.14
0.10
-
-
-
-
-
1.20
17.20
-
5.80
249.10
34.14
0.10
-
-
-
-
-
(60.91)
121.62
0.44
-
2.06
-
-
-
0.44
62.77
0.44
123.68
0.44
-
0.00
-
-
-
0.01
1.87
17.30
0.08
1,068.07
-
0.01
0.01
0.00
-
B ASSOCIATES
Transactions during the year / period
Investment in Shares
Advances Given (net)
Outstanding Balances
Investments
Advances
C ENTITIES UNDER THE CONTROL OF KEY MANAGERIAL
PERSONNEL AND THEIR RELATIVES
Transactions during the year / period
Investment in Shares
Investment (Share Application Money)
Loans received / paid (net)
Advances Given
Share Application Money Received - HC Mittal HUF
Equity Shares Allotted
Bonus Shares Allotted
Corporate Guarantee
Sales
Rental Income
Interest on Partner's Capital - HC Mittal (HUF)
0.01
(0.66)
143.75
0.75
0.75
10.20
0.00
0.59
-
0.00
5.00
0.65
22.48
(0.70)
16.60
-
Outstanding Balances
Investments
Debtors
Rent Receivable
Advances
Share Application Money (HC Mittal HUF)
Unsecured Loan
Corporate Guarantee
5.01
0.59
168.09
245.00
5.00
24.34
0.66
-
24.61
1.87
0.00
0.01
-
-
-
-
-
D KEY MANAGERIAL PERSONNEL AND THEIR RELATIVES
Transactions during the year / period
Loans received / paid (net)
Share Application Money Received
Share Application Money Refunded
Equity Shares Allotted
Bonus Shares Allotted
Advances (net)
Realisation of Debtors
Sales
Partners' Salary in erstwhile Partnership Firm
Interest on Partners' Capital
Directors Remuneration
Salaries Paid
Professional Fees Paid
1.27
6.75
6.75
69.80
(0.00)
0.90
2.69
0.17
(20.22)
155.94
65.74
222.90
0.30
1.82
-
30.19
132.70
0.43
0.05
-
0.72
0.24
0.26
0.43
-
0.80
0.24
0.30
0.33
-
1.20
0.24
0.42
0.07
-
0.24
0.49
0.07
-
Outstanding Balances
Directors Remuneration
Debtors
Advances
Share Application Money
Unsecured Loans
1.20
0.08
12.04
0.30
0.08
10.77
132.70
30.19
0.72
-
0.80
-
-
Triveni Infrastructure Development Company Limited
Page 128
Annexure VI
STATEMENT OF INVESTMENTS, AS RESTATED
PARTICULARS
31.12.2007
A. Quoted Investments
-
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
-
B. Unquoted Investments
In Equity Shares of Subsidiary Companies
S.N.Realtors (P) Ltd.
Chahat Garments (P) Ltd.
RMS Club & Resorts (P) Ltd.
Ghaziabad Developers (P) Ltd.
Saral Infrabuild (P) Ltd.
Goldmine Infrabuild (P) Ltd.
Rewari Developers (P) Ltd.
Sunrise Infrabuild (P) Ltd.
Exotica Propbuild (P) Ltd.
FBD. Realtors Pvt. Ltd.
FBD. One Realtors Pvt. Ltd.
FBD. Two Realtors Pvt. Ltd.
FBD. Four Realtors Pvt. Ltd.
In Equity Shares (fully paid up)
Minu's Collection (P) Ltd.
Triveni Ferrous Infra. (P) Ltd
Red Parrot Services Pvt. Ltd.
Triveni Media Services Pvt. Ltd.
Softline Media Ltd.
Yadu Resorts India Ltd.
Dharamputra Builders (P) Ltd.
In Share Application Money A/c
Yadu Resorts India Ltd.
Triveni Media Ltd.
Shivangi Estate Ltd.
Ardour Finmen (P) Ltd.
Dharamputra Builders (P) Ltd.
In Partnership Firm
Ajay Paradise ( 50% Share )
Total
Triveni Infrastructure Development Company Limited
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
5.00
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
-
0.10
-
-
-
-
0.39
0.05
0.003
0.003
0.002
8.70
2.50
0.39
0.05
0.002
-
0.39
0.05
-
-
-
-
5.00
1.50
-
8.70
5.00
3.00
2.50
3.00
-
-
-
-
-
7.50
-
-
-
-
19.35
32.94
3.54
-
-
-
Page 129
Annexure VII
DETAILS OF SUNDRY DEBTORS, AS RESTATED
PARTICULARS
31.12.2007
Unsecured, Considered Good
- Less than six months
- More than six months
Total
1,387.93
149.65
1,537.58
Triveni Infrastructure Development Company Limited
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
544.37
544.37
119.40
119.40
55.67
5.89
61.56
23.83
0.16
23.99
5.79
5.79
Page 130
Annexure VIII
STATEMENT OF LOANS AND ADVANCES, AS RESTATED
PARTICULARS
31.12.2007
480.38
0.01
10.63
3.65
31.36
9.19
206.01
236.72
Advance for land
Income Tax Refundable
Advance for Earnest Money
Accrued Interest on FDR
Staff Advances
Security Deposit
Prepaid Expenses
Loans to Subsidiary Companies
Advance recoverable in Cash or Kind
Total
977.95
Triveni Infrastructure Development Company Limited
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
412.55
81.79
1.00
0.01
0.01
0.01
0.01
0.01
0.50
2.58
0.42
0.27
0.17
0.01
3.02
1.27
0.02
0.06
47.17
0.12
404.52
110.35
2.05
0.38
0.36
0.20
980.32
85.54
0.66
0.56
1.79
Page 131
Annexure IX
DETAILS OF SECURED LOANS, AS RESTATED
PARTICULARS
31.12.2007
Central Bank of India
Oriental Bank of Commerce
State Bank of India
Punjab National Bank
State Bank of Bikaner & Jaipur
HDFC Bank
UCO Bank
Cash Credit Limits - OD A/c
Indian Overseas Bank
Car Loan
Total
4.77
125.05
11.86
47.33
53.12
10.59
45.02
34.86
332.60
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
5.57
12.66
48.07
10.69
75.12
10.55
18.90
181.55
5.00
13.83
11.00
22.83
10.52
11.24
5.77
80.20
10.16
23.55
11.13
0.70
45.54
16.87
11.38
0.50
28.74
1.78
6.07
1.01
8.86
SECURED LOANS OUTSTANDING AS ON DECEMBER 31, 2007
In Rupees Millions
Particulars
Amount
Term Loans
Oriental Bank of Commerce
Central Bank of India
State Bank of India
Punjab National Bank
State Bank of Bikaner & Jaipur (Qty.
Installments)
HDFC Bank
UCO Bank (Qty.Installments)
Rate of
Interest
125.05 PLR+1.00%
4.77 PLR + 2.50%
11.86
9.25%
47.33 PLR + 1.00%
Total
53.12
10.59
45.02
297.74
Vehicles and Equipment Loans
HDFC Car Loan
HDFC Car Loan
HDFC Loan for Construction Equipment
HDFC Loan for Construction Equipment
HDFC Loan for Construction Equipment
HDFC Loan for Construction Equipment
ICICI Bank Car Loan
ICICI Bank Car Loan
ICICI Bank Car Loan
ICICI Bank Car Loan
ICICI Car Loan
ICICI Car Loan
ICICI Bank Car Loan
ICICI Car Loan
ICICI Car Loan
ICICI Car Loan
Total
0.60
0.18
3.07
4.47
3.00
2.97
0.16
0.92
0.62
3.19
5.68
0.92
6.55
1.59
0.51
0.43
34.86
Triveni Infrastructure Development Company Limited
PLR+ 0.50%
8.75%
PLR + 2 %
Securities Offered
In Rupees Millions
Repayment
Terms (EMI)
Property at Sector -78, Faridabad
Property at NH-2, Agra
Property at GK-I, New Delhi
Property at Noida, U.P.
27.50
0.17
0.16
1.13
Property at Sector -78, Faridabad
Property at Vijay Nagar Colony, Agra
Property at NH-2, Agra
Total
8.75
0.10
6.53
44.33
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Construction Eqpmt
Hypothecation Of Construction Eqpmt
Hypothecation Of Construction Eqpmt
Hypothecation Of Construction Eqpmt
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Hypothecation Of Car
Total
0.04
0.01
0.03
0.04
0.05
0.11
0.01
0.05
0.04
0.08
0.15
0.05
0.17
0.13
0.04
0.04
1.03
Page 132
Annexure X
DETAILS OF UNSECURED LOANS, AS RESTATED
PARTICULARS
From Directors
From Others
Total
31.12.2007
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
7.55
152.09
10.03
115.03
30.20
15.19
8.70
2.75
-
159.64
125.06
45.39
8.70
2.75
-
Triveni Infrastructure Development Company Limited
Page 133
Annexure XI
DETAILS OF CONTINGENT LIABILITIES, AS RESTATED
In Rupees Millions
PARTICULARS
31.12.2007
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
Bank Guarantees
In respect of the Company
In respect of Subsidiaries
In respect of Third Parties
227.22
34.14
188.22
34.14
-
-
-
-
-
Corporate Guarantees
In respect of the Third Parties / Associates
245.00
-
-
-
-
-
506.36
222.36
-
Total
Triveni Infrastructure Development Company Limited
-
-
-
-
Page 134
Annexure XII
DETAILS OF OTHER INCOME, AS RESTATED
In Rupees Millions
PARTICULARS
31.12.2007
Interest Income
Misc Receipt
Rebate and Discount
Rental Income
Total
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
9.65
0.78
0.79
0.59
3.35
1.52
-
11.81
4.87
Triveni Infrastructure Development Company Limited
-
31.03.2003
0.83
0.07
-
0.85
0.04
-
0.70
0.00
-
0.90
0.89
0.70
Page 135
Annexure XIII
STATEMENT OF ACCOUNTING RATIOS
PARTICULARS
31.12.2007
Net Worth (Rs. In Millions)
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
1,193.47
580.17
169.51
127.34
12.43
15.57
605.24
322.64
19.73
46.27
3.70
2.58
3,27,50,000
2,40,00,000
50,000
-
-
-
3,26,70,909
39,80,664
66,667
66,667
66,667
66,667
3,26,70,909
39,80,664
1,50,66,667
66,667
66,667
66,667
Earnings Per Share (EPS) Rs. 10/- each
Basic Earnings per share (Rs.)*
18.53
81.05
295.95
694.05
55.55
38.69
Diluted Earnings per share (Rs.)
18.53
81.05
1.31
694.05
55.55
38.69
50.71%
55.61%
36.34%
29.79%
16.56%
36.44
24.17
186.48
233.61
Restated Earnings atributable to Equity Share
Holders (Rs. In Millions)
No. of equity shares outstanding at the end of
period
Weighted Average no. of equity shares outstanding
during the year / period
Weighted Average no. of Dilutive equity Shares
outstanding during the year / period
Return on Net Worth (%)
Net Assets Value per share of Rs. 10/- each*
11.64%
3,390.22
1,910.13
* The status of the company prior to March 31, 2006 was that of an erstwhile partnership firm. Hence, EPS and NAV per share have been computed
for all the periods / years to March 31, 2006 by considering weighted average number of Equity Shares outstanding as at March 31, 2006.
Formulae:
1.
Earning Per Share (Rs.) = Restated Earnings attributable to Equity Share Holders / Weighted Average No. of equity Shares outstanding
during the period
2.
Net Assets Value per share (Rs.) = Net Worth / No. of equity shares outstanding at the end of the period
3.
Return on Net Worth (%) = Restated Earnings attributable to Equity Share Holders / Net Worth
Notes:
1.
The above ratios have been computed on the basis of the adjusted profit/ losses for the respective periods/ year as per the statement of
Profits and Losses, as restated.
2.
Earnings per share is computed in accordance with Accounting Standard 20 “Earning per Share” issued by the Institute of Chartered
Accountants of India.
Triveni Infrastructure Development Company Limited
Page 136
Annexure XIV
CAPITALIZATION STATEMENT
Pre Issue As At
31.12.2007
PARTICULARS
Borrowings
Secured Loans
Unsecured Loans
Less: Short Term Debt
Total long term borrowings
Shareholders' Funds
Equity Share Capital
General Reserves
Profit and Loss Accounts
Less: Miscellaneous Expenditure to the extent not written off
Total Shareholders' funds
Debt / Equity Ratio
In Rupees Millions
Post Issue*
332.60
159.64
492.23
327.51
232.50
635.10
1.65
1,193.47
0.41
* Shareholders' funds post issue can be calculated only on the conclusion of the book building process
Triveni Infrastructure Development Company Limited
Page 137
Annexure XV
COMPUTATION OF DEFERRED TAX ASSET / (LIABILITY)
Particulars
31.12.2007
Timing Differences
Depreciation as per Income Tax Act, 1961
Depreciation as per Companies Act, 1956
Total Timing Difference
Effctive Tax Rates (%)
Deferred Tax (Asset) / Liability
Triveni Infrastructure Development Company Limited
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
11.00
16.17
(5.17)
18.35
11.45
6.90
33.99%
33.66%
(1.76)
2.32
0.14
0.02
0.11
33.66%
0.04
1.85
2.13
(0.28)
33.83%
(0.09)
1.85
1.01
0.84
35.88%
0.30
1.39
0.29
1.10
36.75%
0.41
Page 138
Annexure XVI
STATEMENT OF TAX SHELTERS
PARTICULARS
Profit/(Loss) before tax as per Restated Accounts (A)
Effective Rate of Income Tax
Tax at Normal Income Tax Rates (B)
Adjustments:
Permanent Differences
Exempt Income
Deduction of 80 IB of the Income Tax Act
Deduction U/s 80 G
Other Adjustments
Deduction of Interest to Directors
Disallowance for Donation
Disallowance of Goodwill on takeover w/off
Disallowance u/s 40A(3)
Total Permanent Differences (C)
Timing Differences
Difference between Book Depreciation & IT Act Depreciation
Total Timing Differences (D)
Total Adjustment (C) + (D)
Tax Expense / (Saving) Thereon
Additional Liability assessed by I.T.D.
Tax Payable for the year
Triveni Infrastructure Development Company Limited
31.12.2007
In Rupees Millions
For the Financial Year / Period Ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
491.12
33.99%
166.93
372.50
33.66%
125.38
29.78
33.66%
10.02
53.84
35.88%
19.31
5.03
35.88%
1.80
3.79
36.75%
1.39
(219.52)
-
(234.08)
-
-
(32.46)
(0.01)
(1.34)
-
-
5.06
(214.46)
6.74
(227.33)
-
(0.31)
0.02
(32.75)
(0.43)
0.02
0.23
(1.52)
(0.49)
(0.49)
(5.17)
(5.17)
6.90
6.90
0.11
0.11
(0.28)
(0.28)
0.84
0.84
1.10
1.10
(209.29)
(234.23)
(0.11)
(32.48)
(2.36)
(1.59)
(71.14)
(78.84)
(0.04)
(11.65)
(0.85)
(0.58)
-
-
-
-
0.07
-
95.79
46.54
9.99
7.66
1.03
0.81
Page 139
Annexure XVII
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
PARTICULARS
31.12.2007
A. FIXED ASSETS:
Goodwill on Consolidation
Gross Block
Less: Depreciation
Net Block
Capital Work in Progress
Goodwill (on purchase)
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
0.20
215.22
27.64
187.59
21.91
209.70
5.06
158.06
11.47
146.59
19.48
26.97
198.10
0.02
39.36
0.02
39.34
33.72
73.07
108.77
3.43
105.35
105.35
18.77
1.30
17.47
17.47
3.25
0.29
2.96
2.96
18.15
27.14
3.44
-
-
-
Total
1,537.58
600.79
141.44
287.24
968.84
3,535.89
544.37
839.64
138.62
108.31
839.59
2,470.53
119.40
366.06
353.85
10.73
85.62
935.67
61.56
82.52
6.33
25.33
0.66
176.39
23.99
42.35
3.05
10.88
0.56
80.83
5.79
13.22
0.83
9.13
1.79
30.76
Total
NET WORTH (A+B+C-D)
332.60
169.63
1.34
1,799.02
264.62
2,567.20
1,196.54
181.55
128.24
3.10
1,737.58
61.95
2,112.42
583.35
80.20
45.39
0.77
692.27
24.04
842.67
169.51
45.54
8.70
0.61
90.46
9.08
154.40
127.34
28.74
2.75
0.71
52.06
1.62
85.88
12.43
8.86
0.41
8.14
0.74
18.15
15.57
327.51
327.51
240.01
240.01
0.50
150.00
150.50
12.58
12.58
7.07
7.07
13.48
13.48
638.18
232.50
870.68
33.05
312.50
345.55
6.66
12.50
19.16
51.32
63.44
114.76
5.37
5.37
2.09
2.09
1.65
2.21
0.15
-
-
-
1,196.54
583.35
169.51
127.34
12.43
15.57
Total
B. INVESTMENTS
C. CURRENT ASSETS, LOANS AND
ADVANCES
Sundry Debtors
Inventories and Projects in Progress
Cash and Bank Balances
Other Current Assets
Loans and Advances
D. LIABILITIES & PROVISIONS
Secured Loans
Unsecured Loans
Deferred Tax Liability
Current Liabilities
Provision for Tax
Represented By
E. SHARE CAPITAL
Equity Share Capital
Share Application Money
Total
F. RESERVES AND SURPLUS
Profit and Loss Account
General Reserve
Revaluation Reserve
G. MISCELLANEOUS EXPENSES
NET WORTH (E+F-G)
Triveni Infrastructure Development Company Limited
Page 140
Annexure XVIII
CONSOLIDATED STATEMENT OF PROFIT & LOSS ACCOUNT, AS RESTATED
PARTICULARS
31.12.2007
A. INCOME
Income from Operations
Other Income
In Rupees Millions
For the Financial Year / Period ended on
31.03.2007
31.03.2006
31.03.2005
31.03.2004
31.03.2003
Total
3,214.13
11.81
3,225.95
3,387.06
4.87
3,391.93
1,068.07
1,068.07
157.04
0.90
157.94
38.50
0.89
39.39
25.27
0.70
25.97
B. EXPENDITURE
Project Related Costs
Employee Costs
Administration, Selling and Other Expenses
Total
2,565.85
18.17
105.48
2,689.49
2,850.23
17.40
91.46
2,959.10
1,032.58
0.48
5.14
1,038.19
91.65
1.71
4.11
97.47
28.58
0.85
1.24
30.67
19.24
0.94
0.82
21.00
Profits Before Depreciation, Interest & Tax
(A-B)
Depreciation
Amortization of Goodwill on purchase
Profits Before Interest & Tax
Interest & Financial Charges
Profits Before Tax
Less:
Current Year's Tax
Deferred Tax (Asset) / Liability
Fringe Benefit Tax
Profits After Tax before Extraordinary Items
Add: Extraordinary Income (Net of Tax)
Profits After Tax after Extraordinary Items
Less:
Provision for Dividend
Provision for Dividend Distribution Tax
Provision for Interest on Partner's Capital
Profits After Tax to be transferred
Balance brought forward from Previous Year
Less: Transfer to General Reserve
Add: Dividend & Tax written back
536.45
432.83
29.88
60.47
8.71
4.98
16.17
5.06
515.23
24.22
11.45
6.74
414.64
37.30
0.02
29.86
0.08
2.13
58.35
4.51
1.01
7.70
2.67
0.29
4.69
0.89
491.01
377.34
29.77
53.84
5.03
3.79
95.79
(1.76)
1.10
395.87
209.25
605.13
48.19
2.32
1.00
325.83
325.83
9.99
0.04
0.03
19.73
19.73
7.66
(0.09)
46.27
46.27
1.03
0.30
3.70
3.70
0.81
0.41
2.58
2.58
605.13
33.05
-
325.83
6.66
300.00
0.57
0.50
0.07
19.16
12.50
-
0.31
45.96
5.37
-
0.43
3.28
2.09
-
0.49
2.09
-
BALANCE CARRIED TO SUMMARY OF
ASSETS & LIABILITIES
638.18
33.05
6.66
51.32
5.37
2.09
Triveni Infrastructure Development Company Limited
Page 141
Annexure XIX
SIGNIFICANT NOTES ON CONSOLIDATION
(These notes should be read in conjunction with the Annexure IV on ‘NOTES TO RESTATED FINANCIAL
INFORMATION’)
a.
Principles of Consolidation
The consolidated financial statements include the financial statements relating to Triveni Infrastructure Development
Company Limited (‘The Parent’) and its subsidiaries (Collectively referred to as the ‘Group’). The consolidated
financial statements have been prepared in accordance with the principles and procedures required for the preparation
and presentation of financial statements as laid down under the accounting standards issued by the Institute of Chartered
Accountants of India. The financial statements of the Company and its subsidiaries have been combined on a line-byline basis by adding together the book values of like items of assets, liabilities, income and expenses after fully
eliminating inter- group balances and transactions except resulting gain/ losses.
Where the cost of the investment is higher / lower than the share of equity in the subsidiary at the time of acquisition the
resulting difference is treated as Goodwill / Capital Reserve.
The consolidated financial statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances and are presented to the extent possible, in the same manner as the Company’s
separate financial statements.
b.
The financial statements of the following subsidiaries have been consolidated as per the Accounting Standard 21 on
‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India.
Name of Subsidiary
Period
ended
December
31, 2007
Year ended
March
March
March
March
March
31,
31,
31,
31,
31,
2007
2006
2005
2004
2003
Proportion of direct/indirect ownership interest (%)*
S.N. Realtors Pvt. Ltd.
-100%
----RMS Club & Resorts Pvt. Ltd.
100%
100%
----Ghaziabad Developers Pvt. Ltd.
100%
100%
----Saral Infrabuild Pvt. Ltd.
100%
100%
----Goldmine Infrabuild Pvt. Ltd.
100%
100%
----Rewari Developers Pvt. Ltd.
100%
100%
----Sunrise Infrabuild Pvt. Ltd.
100%
100%
----Exotica Propbuild Pvt. Ltd.
100%
100%
----FBD. Realtors Pvt. Ltd.
100%
-----FBDONE Realtors Pvt. Ltd.
100%
-----FBDTWO Realtors Pvt. Ltd.
100%
-----FBDFOUR. Realtors Pvt. Ltd.
100%
-----Chahat Garments Pvt. Ltd.
100%
100%
100%
---* Triveni Infrastructure Development Company Limited holds 99.00% directly and 1.00% through its nominee.
c.
Significant Accounting Policies and Notes as appearing in the audited financial statements of subsidiary companies are
as under:
i.
Period ended December 31, 2007
a)
M/s RMS Club & Resorts Pvt Ltd
Inventories
Certain lands (Stock in trade) are held for the company in the name of the Directors / Subsidiary Companies.
ii.
Year ended March 31, 2007
a)
M/s RMS Club & Resorts Pvt Ltd
1) Certain Assets / Stock in Trade are acquired in the name of M/s RMS Club & Resorts Pvt. Ltd., (100%
Subsidiary Company) though financed by M/s Triveni Infrastructure Development Company Limited (Holding
Triveni Infrastructure Development Company Limited
Page 142
Company) and those assets are booked in Holding Company Books though title in the name of Subsidiary
Company.
2) Stock in trade consist of Land & its development worth Rs 3216700/- situated at Mauza sikandra Bistabad,
Tehsil & Distt Agra & a charge was created on this property for Rs 4.50 crore in favour of UCO Bank,
Belaganj, Agra & this charge was recorded late i.e. on 14.02.2005 in the records of the ROC, New Delhi &
Haryana, for this purpose permission from CLB (Department Of Company Affairs) was obtained on
11.02.2005 & the interested directors have disclosed their interest as required U/s 299.
Triveni Infrastructure Development Company Limited
Page 143
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our audited
restated financial statements prepared in accordance with paragraph B of Part II of Schedule II to the Companies Act and
SEBI Guidelines, including the schedules, annexure and notes thereto and the reports thereon, which appear beginning on
page [] of this DRHP. You are also advised to read the Section titled ‘Risk Factors’ beginning on page [] of this
DRHP, which discusses a number of factors and contingencies that could impact our financial condition and results of
operations and cash flows. Unless otherwise stated, the financial information used in this section is derived from our
audited restated financial statements. Our financial year ends on March 31 of each year. Accordingly, all references to a
particular financial year are to the twelve-month period ended March 31 of that year except where the figures are discussed
for the 9-month period ended December 31, 2007.
Overview
We are a real estate developer with primary focus on the National Capital Region of India and Tier II and Tier III cities in
the adjoining states of Haryana and Uttar Pradesh. We have a diversified portfolio of real estate developments including
residential and commercial projects. Our operations span across all aspects of real estate development, from the
identification and acquisition of land, to the planning, execution and marketing of our projects.
We commenced our business operations from the city of Agra in the year 2001 and since the year 2005 we have shifted our
primary focus on the NCR and been engaged in developing various projects in and around the NCR. As of April 21, 2008
we have developed 7 projects delivering approximately 5.28 million square feet of both residential and commercial
developed areas. These developments include 2 premium residential apartment projects, 1 farm housing project, 2 housing
villa project and 2 commercial showrooms.
As of April 21, 2008, we have 6 ongoing projects on which we have made considerable progress and have incurred almost
50% of the requisite project cost towards the planned developments. The ongoing projects translate in development of
approximately 8.55 million square feet of both residential and commercial projects including 4 group housing projects, 1
housing villa project and 1 club and hotel project. These projects are being developed over an area of approximately 121.61
acres of land located in towns of Faridabad, Agra, (Vrindavan) Mathura and Ghaziabad in the state of Uttar Pradesh.
Further, our 22 forthcoming projects are again a mix of both residential and commercial developments. Of these 22 projects,
there are 16 projects for which we have already acquired the required portions of land to the tune of approximately 197.18
acres for our 7 residential developments and approximately 24.85 acres for our 9 commercial developments. Thus, as on
April 21, 2008, we hold approximately 343.64 acres of land including development rights on which we are at various stages
of development process. Apart from these we have 6 projects (2 residential and 4 commercial) which are proposed to be
developed in Gurgaon, Haryana.
Of these 16 planned projects for which land is acquired and are under various stages of approval for development we have 7
projects in the residential segment and 9 projects in the commercial segment. The residential developments include 4 group
housing projects, 1 integrated township and 2 developed plots. The group housing projects are being developed in
Faridabad, Rewari and Dharuhera in the state of Haryana, the integrated township is being developed in Faridabad and
developed plots in Ghaziabad and Agra both in Uttar Pradesh. Of our planned commercial developments 6 projects are being
developed in strategic sectors i.e. 3 each in Sector-78 and Sector-89 of Faridabad, 1 in Agra and 1 in Greater NOIDA.
We believe that we are well poised to benefit from the unprecedented growth being witnessed in the real estate sector in the
country. The satellite towns around Delhi have been witnessing a spectacular growth in terms of infrastructure and
employment, propelled by MNCs which have set up state-of-the-art offices here, thus bringing in a cosmopolitan culture.
Over a period of time we have been moving to newer locations where we believe to have potential and strategic business
interests to our company. We are also gradually diversifying our offerings by developing commercial complexes and IT
Parks. Today, we have evolved as one of the key player in real estate development in the fastest growing regions in and
around NCR.
As of April 21, 2008, we have land reserves including development rights of approximately 343.64 acres, of which
approximately 121.61 acres represents ongoing projects which are currently under development and on which almost 50% of
the development is complete and approximately 222.03 acres for the planned projects which are under various stages of
approval for development.
Additionally, there are 6 projects – 2 residential and 4 commercial for which we have not acquired any land though have
made arrangements. However, we have identified the requisite land parcels and have also entered into arrangements /
Triveni Infrastructure Development Company Limited
Page 144
agreements for the procurement of the same. Besides acquiring land for these projects, we are in the process of acquiring
further lands to expand our business activities. Although land prices have increased substantially in recent years, we
recognize that our business growth is dependent on replenishing our land reserves, and so we are currently engaged in an
extensive land acquisition program.
Factors Affecting Our Results of Operations
Variation in realisable price for the properties developed by us
The prices of our properties are determined principally by market forces of supply and demand. We price our sale of
properties by reference to market rates for similar types of properties in the same locality and on the prevailing market
supply and demand conditions of similar properties (similar in terms of usage whether residential or commercial, the quality
of construction and other attributes like amenities, etc.) at the time we complete development of our real estate projects.
Supply and demand conditions in the real estate market in the areas in which we operate, and hence the prices we may
charge for our properties, are affected by various factors outside our control, including prevailing local economic, income
and demographic conditions, interest rates available to purchasers requiring financing, the availability of comparable
properties completed or under development, changes in governmental policies relating to zoning and land use, changes in
applicable regulatory schemes, and competition from other real estate development firms.
Ability to construct and sell the properties developed by us
For the properties we intend to sell, we follow the percentage of completion method of revenue recognition. Under this
method, our revenue from sales depends upon the volume of bookings we are able to obtain for our developments as well as
the rate of progress of construction of our projects. Our bookings depend upon our ability to identify suitable types of
developments that will meet customer preferences and market trends, and to market and pre-sell our projects; and the
willingness of customers to pay for developments or enter into sale agreements well in advance of receiving possession of
the properties. Construction progress depends on various factors, including the availability of labour and raw materials, the
prompt receipt of regulatory clearances, access to utilities such as electricity and water, and the absence of contingencies
such as litigation and adverse weather conditions.
Cost and availability of land for our proposed projects
The profitability of our business is dependent on our land acquisition costs and the availability of land for our projects. Our
growth is linked to the availability of land in areas where we intend to develop projects. Any government regulations that
restrict the acquisition of land or increased competition for land may therefore adversely affect our operations. In addition,
excess supply of land will lower the cost of the land and therefore potentially lower the market value of our projects. The
cost of acquisition of land, which includes the amounts paid for freehold rights, leasehold rights, cost of registration and
stamp duty, represents a substantial part of our project cost.
We acquire land from the government and governmental authorities and private parties. The lands we acquire from
governmental or development authorities are generally through a tender process, wherein the highest bidder is selected for
allotment of land, which are in some cases subject to qualification under technical or financial parameters. In certain cases,
the governmental authorities fix a reserve price for the land and all bids below this price are rejected. We are typically
required to enter into a deed of conveyance or a lease deed transferring title or leasehold rights in our favour. The
registration charges and stamp duty are also typically payable by us. We also acquire the right to develop properties through
collaboration with other entities, which own the land. The other party is typically given the option, as consideration, to either
share the sale proceeds in a pre-determined proportion depending upon the nature of the project and the location of the land
or to receive a pre-determined percentage of the developed area which such party may market at its expense.
Costs related to construction of our projects
Construction costs include the cost of raw materials such as steel, cement, wood, flooring materials and other accessories, as
well as payments to construction contractors. Raw material prices, particularly those of cement and steel, can be volatile and
are subject to factors affecting the Indian and international commodity markets. The timing and quality of construction of
the projects we develop depends on the availability and skill of these contractors and consultants, as well as contingencies
affecting them, including labour and raw material shortages.
Interest rate fluctuations affecting our costs and demand for our developed projects
Our results of operations, and the purchasing power of our real estate customers, are substantially affected by prevailing
interest rates and the availability of credit in the Indian economy. Our ability to borrow funds for the development of our
real estate projects is affected in part by the prevailing interest rates available to us from lenders. Changes in prevailing
interest rates also affect our interest expense in respect of our borrowings, and our interest income in respect of our interest
Triveni Infrastructure Development Company Limited
Page 145
on short-term deposits with banks and loans to associates. Significantly, the interest rate at which we may borrow funds, and
the availability of capital to us for development purposes, affects our results of operations by limiting or facilitating the
number of projects we may undertake and determining the return which we must obtain from our projects to meet our
obligations under our borrowings.
Changes in interest rates also affect the ability and willingness of our prospective real estate customers, particularly the
customers for our residential properties, to obtain financing for their purchases of units in our developments. The interest
rate at which our real estate customers may borrow funds for the purchase of our properties affects the affordability and
purchasing power of, and hence the market-demand for, our real estate developments.
Tax benefits in India with regard to real estate development
Based on current Indian tax laws and regulations, upon completion of our projects we expect to become eligible for certain
special tax benefits. These include:
- Section 80-IB of the Income Tax Act which provides for tax benefits applicable to housing projects, upon the satisfaction
of certain conditions;
- Section 80-ID of the Income Tax Act applicable to profits from the hotel business; and
- Section 80-IAB, Section 115-JB and Section 115-O relating to SEZ developments.
These special and other tax benefits are described in the section titled “Statement of Tax Benefits” beginning on page [] of
this Draft Red Herring Prospectus.
In the event such tax benefits are not available to us due to any change in law or a change in the nature of our projects
whereby we are not eligible to avail the benefits of various provisions of the Income Tax Act, the effective tax rates payable
by us may increase and consequently our financial condition may be affected. Indian tax policies also affect the affordability
of our properties to our residential real estate customers, as principal payments (subject to a maximum amount) and interest
payments on mortgages for residential properties are deductible up to certain amounts from personal income taxes in India.
The continuation of these tax benefits cannot be assured, and their non-renewal or elimination may adversely affect our
business.
Economic, income and demographic conditions in India having impact on demand for our offerings
We currently perform all of our real estate development activities in India and all of our projects are located in India. As a
consequence, our results of operations are significantly affected by factors influencing the Indian real estate development
industry and the Indian economy generally. Any slowdown or perceived slowdown in the Indian economy, or in specific
sectors of the Indian economy, could adversely impact our business and financial performance. For example, our
management believes that demand for our real estate developments may be substantially affected by future growth in key
sectors of the Indian economy, such as information technology, biotechnology research and development, call centre support
and outsourcing. If growth is sustained in these sectors, our management believes that such growth may drive demand for
new commercial real estate projects to accommodate business expansion and hotel projects to accommodate business travel,
and that any resulting increase in the number of and disposable incomes of employees of such businesses may drive demand
for new residential, retail and hotel properties to cater to the housing, shopping and travel needs of persons employed by
such businesses.
For more information on these and other factors/developments which have or may affect us, please refer to section “Risk
Factors”, “Our Industry” and “Our Business” on pages [],[] and [] respectively.
Discussion on Results of Operations
Income
Our income from operations of real estate developments have grown from Rs.157 million in Fiscal 2005 to Rs.2314 million
in Fiscal 2007. For the nine months ended December 31, 2007 our income from operations were Rs.3214 million. Our
consolidated results have affected our income from operations only for the Fiscal 2007 which was Rs.3387 million for that
year.
In the past, we have obtained our revenues from the sale of both developed and ongoing residential projects including
premium apartments, farmhouses, housing villas and group housing either through our company or through the partnership
firm bought out by us. Since the year in which we commenced our business we have developed approximately 5.3 million
square feet of which almost all of these developments have been sold over the years. Besides, there are ongoing projects
with developable area of approximately 8.6 million square feet which are developed to the tune of almost 50% of our
planned construction. We have followed ‘Percentage of Completion Method’ of accounting to recognize revenues for sale of
some of these ongoing projects.
Triveni Infrastructure Development Company Limited
Page 146
The major source of our future revenues would be our ongoing and forthcoming projects, which are described in the sections
titled “Our Business” on page [] and “Objects of the Issue” on page [] of this DRHP.
Expenditure
We account for all expenses incurred for a specific project as “Project Related Costs” for such project. All operating
expenses which are not specific to a particular project are accounted for separately as employee cost, administrative, selling
and other expenses. Depreciation and finance cost are not included in Project Related Cost. Our total expenditure comprises
of project related cost, employee cost, administrative and selling cost, finance cost and depreciation.
Project Related Costs
Project Related Costs consists of the cost of acquisition of land and the cost of acquisition of development rights, cost of
building materials, cost of construction, project financing cost directly attributable to the projects and other cost which
includes direct advertisement costs, commission and statutory costs and allocated expenses.
Employee Costs
Our employee cost comprises of salaries, wages, allowances and bonuses paid to employees, and other staff welfare
expenses. Remuneration paid to Directors is also included under this head.
Administrative and Selling Costs
Our administrative cost relates to expenses incurred for general administration that are not assignable to any specific project.
These include, amongst other things, repairs and maintenance not attributable to a project, electricity charges, travel
expenses and the costs of maintaining vehicles, legal and auditor fees and other miscellaneous expenses that are not
specified for a particular project.
Our selling cost relates to the cost of business promotion and the costs of advertisement and publicity that are not
attributable to any specific project.
Finance Cost
The finance charges incurred by us include interest charges payable by us on term loans, interest charges on loans for
purchase of certain vehicles and equipments and financial charges like processing fees for loans, bank guarantees not
attributable to a specific project.
Depreciation
This includes depreciation of building, plant and machinery, furniture, fixtures, motor vehicles and computers. Depreciation
on fixed assets is provided on written down value method in the manner and rates prescribed in Schedule XIV to the
Companies Act, 1956 except in the case of steel shuttering and scaffolding material, which is treated as part of plant and
machinery, where the estimated useful life, based on technical evaluation has been determined as five years and three years
for wooden shuttering.
Taxation
Income taxes are accounted for in accordance with AS-22 issued by the ICAI on “Accounting for Taxes on Income”. Taxes
comprise current tax, deferred tax and fringe benefit tax.
Provision for current taxes is made at current tax rates after taking into consideration the benefits admissible under the
provisions of the Income Tax Act, 1961. For details of the tax benefits available to us, see, the section titled “Statement of
Tax Benefits” on page [●].
Deferred taxes arise from timing differences between our book profits and our taxable profits that originate during an
accounting period and which can be reversed in subsequent periods. Deferred taxes are measured using the tax rates and
laws that have been enacted as of the date of financial statements in which they are recorded. We provide for deferred tax
liability/assets on such timing differences subject to prudent considerations. The timing difference in recording depreciation
under Indian GAAP and under the Income Tax Act, 1961 is the only source of deferred tax liabilities and assets for us.
Comparision of Results of Operations
The following table sets forth for the years / period indicated, certain items derived from our restated standalone financial
statements, in each case stated in absolute terms and as a percentage of income from operations. Amounts have been
rounded to ensure percentages total to 100% as appropriate.
Our company ‘Triveni Infrastructure Development Company Limited’ was incorporated on February 3, 2006 with the main
objective to purchase the entire existing business of Triveni Firm. Consequently, the Company purchased of all the assets
and liabilities of Triveni Firm at its book value as on March 31, 2006. The financial performance of Fiscal 2006 is, thus, not
Triveni Infrastructure Development Company Limited
Page 147
directly comparable to that of the financial performance of the operations for the Fiscal 2005 of the erstwhile partnership
firm “Triveni Infrastructure Development Company”. We have thus combined the financial performance of our Company
and Triveni Firm for the Fiscal 2006 only for our discussions below. This will enable us a meaningful comparison of the
performance of Fiscal 2006 with other years.
Rupees in Millions
Particulars
31.12.2007
Amount
As %
INCOME
Income from Operations
Other Income
Total Income
EXPENDITURE
Project Related Costs
Employee Costs
Administration, Selling and Other Expenses
Total Expenditure
EBITDA
Depreciation & Amortization
Interest & Financial Charges
Profit before Tax
Provision for Tax
Profit after Tax
Extraordinary Income
Profit after Tax after Extraordinary Items
31.03.2007
Amount
As %
Triveni Combined
31.03.2006
Amount
As %
31.03.2005
Amount
As %
3,214
12
3,226
100%
0%
100%
2,314
5
2,319
100%
0%
100%
1,212
1
1,212
100%
0%
100%
157
1
158
100%
1%
101%
2,566
18
105
2,689
537
21
24
491
95
396
209
605
80%
1%
3%
84%
17%
1%
1%
15%
3%
12%
7%
19%
1,782
17
91
1,891
428
18
37
372
50
323
323
77%
1%
4%
82%
18%
1%
2%
16%
2%
14%
0%
14%
1,119
3
20
1,142
71
2
8
60
15
45
45
92%
0%
2%
94%
6%
0%
1%
5%
1%
4%
0%
4%
92
2
4
97
60
2
5
54
8
46
46
58%
1%
3%
62%
39%
1%
3%
34%
5%
29%
0%
29%
Review of Operations for the 9-Month Period Ended December 31, 2007
Income from Operations
During the nine month period ended December 31, 2007, our income from operations was Rs.3214 million showing an
annualized growth of 85% that of previous fiscal. Our income from operations consisted of Rs.1883 million on account of
sale of properties from our developed and ongoing projects, Rs.1233 million on account of sale of development rights (FSI
sales) and Rs.98 million on account of sale of land. Our sale of developed / ongoing projects include that from ‘Triveni
Galaxy’, ‘Triveni Signature-I’ and ‘Triveni Signature-II’, all of our group housing projects.
Expenditure
The Project Related Costs for the period ended December 31, 2007 is Rs.2566 million which translates to ~80% of our
income from operations. These costs, after excluding the cost of development rights and the cost of land sold during the
year, amounts to Rs.1260 million which translates to ~67% of our sales from developed / ongoing projects. Our Employee
costs and Administration and Selling costs put together account to ~4% of our income from operations vis-à-vis that of ~5%
in the last Fiscal.
EBIDTA
Our EBIDTA for the period ended December 31, 2007 was Rs.537 million i.e. ~17% of our income from operations vis-àvis ~18% in the previous Fiscal.
Extra Ordinary Income
During the period under review, we made a profit on sale of our investment in one of our 100% subsidiary viz. S N Realtors
Private Limited to the tune of Rs.209 million (net of tax), which is ~7% of our income from operations.
Profits After Tax After Extra Ordinary Income
Our Profits After Tax After Extra Ordinary Income for the period ended December 31, 2007 was Rs.605 million i.e. ~19%
of our income from operations.
Comparison of Fiscal 2007 with Fiscal 2006
Triveni Infrastructure Development Company Limited
Page 148
Income from Operations
During Fiscal 2007 our income from operations was Rs.2314 million, which, when compared to our corresponding
combined figure for the previous Fiscal, shows a y-o-y growth of ~91%. In this year, we had significant early bookings from
our group housing projects viz. ‘Triveni Galaxy’ and ‘Triveni Signature-I’ and our housing villa project ‘Triveni Krishna
Vatika’.
Expenditure
The Project Related Costs for this year was Rs.1782 million which is ~77% of our total income from operations.
Our Employee costs and Administration and Selling costs put together account to ~5% of our income from operations.
EBIDTA
We achieved an EBIDTA of Rs.428 million which is ~18% of our income from operations.
Profits After Tax
Our Profits After Tax for this fiscal has been Rs.323 million which is 14% of our income from operations.
Comparison of Fiscal 2006 with Fiscal 2005
Income from Operations
During the Fiscal 2006, our income from operations was Rs.1212 million on combined basis. These include Rs.1068 million
on account for sale of development rights and Rs.144 million on account of sale of developed/ongoing projects. The sales
from our developed/ongoing projects include sale from housing villas under our ‘Triveni Rangoli’ project and luxurious
apartments under our ‘Triveni Paradise’ and ‘Triveni Gymkhana Club’ projects.
Expenditure
Our Project Related Costs for this fiscal was Rs.1119 million on combined basis which is ~92% of our income from
operations. Our Employee costs and Administration and Selling costs put together account to ~2% of our Income from
operations.
EBIDTA
Our combined EBIDTA was Rs.71 million which is ~6% of our combined income from operations. This low margins are
primarily on account of low margins on the sale of development rights which if excluded would translate to ~28% of our
income from operations.
Profits After Tax
Our combined Profits After Tax was Rs.45 million i.e. around ~4% of our income from operations.
Comparison of Fiscal 2005 with Fiscal 2004
Since our company was not in existence during this fiscal we have discussed the financial performance of the erstwhile
partnership firm “M/s, Triveni Infrastructure Development Company”.
Income from Operations
During the Fiscal 2005, Triveni firm had income from operations of Rs.157 million, a significant growth over the previous
fiscal, when the corresponding figure was Rs. 38 million. Revenue was recognized from the sale of projects like Triveni
Paradise, Triveni Royal Farms and Triveni Gymkhana Club. This is the first fiscal in which revenue was also booked on the
housing villa project - Triveni Rangoli Comfort Homes.
Expenditure
The Project Related Costs for this fiscal was Rs.92 million which is ~58% of income from operations. The corresponding
figure for the previous fiscal was Rs. 29 million. The Employee Costs and the Administration, Selling and Other expenses
together accounted to 4% of the income from operations.
Triveni Infrastructure Development Company Limited
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EBIDTA
The EBIDTA for this fiscal was Rs.60 million which is a healthy 39% of the income from operations. The corresponding
figure for the last year was Rs. 9 milliion.
Profits After Tax
The Profits After Tax for the fiscal was Rs. 46 million translating to 29% of the income from operations. The corresponding
figure for the last fiscal was Rs. 4 million.
Critical Accounting Policies
We have identified the accounting policies below as critical to our business operations and the understanding of our
financial presentation, financial condition and results of operations. A critical accounting policy is one that is both important
to the presentation of our financial condition and results of operations and requires our management to make difficult,
subjective or complex accounting estimates and assumptions. Our management believes that the following accounting
policies involve the application of critical accounting estimates and assumptions. The following is not intended to be a
comprehensive list of all our significant accounting policies. By their nature, the assumptions, estimates and judgments that
our management is required to make are inherently subject to a degree of uncertainty. These judgments are based on our
historical experience, our evaluation of accounting practices that would be appropriate in respect of our business, our
observation of trends in the real estate development industry, information with respect to our customers, and information
available from independent sources, as appropriate. There can be no assurance that our judgment will prove correct or that
actual results reported in future periods will not differ from our expectations reflected in the accounting treatment of certain
items. For a more complete summary of our significant accounting policies, see our financial statements included elsewhere
in this Draft Red Herring Prospectus.
Revenue Recognition
Pursuant to the issuance of Guidance Note on ‘Recognition of Revenue by Real Estate Developers’, issued by the Council of
Institute of Chartered Accountants of India, our revenue from real estate projects are recognized on the ‘Percentage of
Completion Method’ of accounting. Revenue comprises of aggregate amounts of sale price agreed with the customers and is
recognized on the basis of percentage of actual costs incurred thereon including land and total estimated construction and
development cost of projects under execution subject to such actual cost being 30 percent or more of the total estimated cost.
The stage of completion under this method is measured on the basis of percentage that actual costs incurred on real estate
projects including land, construction and development cost bears to the total estimated cost of the projects. The estimates of
the projected revenue, projected profits, projected costs, cost to completion and the foreseeable loss are reviewed
periodically by the management and any effect of changes in estimates is recognized in the period such changes are
determined.
However, if the actual project cost incurred is less than 30% of the total estimated project cost, no cost or income is
recognized in respect of that project in the relevant fiscal period. Estimates of saleable area and the related income as well as
project costs are reviewed periodically. The effect of any changes to estimates is recognised in the financial statements for
the period in which such changes are determined.
The percentage completion method requires us to identify which development, or which component in a particular
development, is to be treated as a separate project. This provides us with considerable flexibility as to how we are going to
treat a particular development and divide it into individual projects. Once we have defined a project, we generally will not
change the definition of the project. We estimate the income from a project based on its size, specifications, location,
estimated saleable area, estimated project cost and time for completion, among other things.
We typically enter into contracts with our customers while the project is still under development. Customers wishing to buy
a property in a project are required to make an initial payment at the time of booking and pay the remaining purchase price
either in full or in installments over the period between the date of booking and the date on which the property is to be
transferred. Accordingly, bookings of saleable area and project cost incurred, rather than actual amounts received, determine
revenue recognition under the percentage completion method. Our estimates of the saleable area in a project are subject to
change depending on the nature of the approvals we receive for these projects and other economic considerations.
We estimate the total cost of a project, based on similar considerations, prior to its commencement. Our project planning and
execution teams have extensive experience of prior projects, which enables them to estimate and monitor project costs. Our
project execution teams re-evaluate project costs periodically, particularly when in their opinion there have been significant
changes in market conditions, costs of labour and materials and other contingencies. Material re-evaluations, if any, will
affect our income in the relevant Fiscal periods.
Triveni Infrastructure Development Company Limited
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Preparation of financial statements in accordance with Indian GAAP, the applicable accounting standards issued by the ICAI
and the relevant provisions of the Companies Act require our management to make judgments, estimates and assumptions
regarding uncertainties that affect the reported amounts of our assets and liabilities, disclosures of contingent liabilities and
the reported amounts of revenues and expenses. These judgments, assumptions and estimates are reflected in our accounting
policies. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively
in current and future periods.
Certain of our accounting policies are particularly important to the portrayal of our financial position and results of
operations and require the application of significant assumptions and estimates of our management. We refer to these
accounting policies as our “critical accounting policies”. Our management uses our historical experience and analyses, the
terms of existing contracts, historical cost convention, industry trends, information provided by our agents and information
available from other outside sources, as appropriate, when forming our assumptions and estimates. However, this task is
inexact because our management is making assumptions and providing estimates on matters that are inherently uncertain.
While all aspects of our financial statements should be read and understood in assessing our current and expected financial
condition and results, we believe that the following critical accounting policies warrant additional attention:
The sale of real estate project on FSI basis is recognized in the year of conclusion of agreement, as normal business of
transaction of the trade and is as per the practice in the real estate trade.
For more information on our significant accounting policies, please refer to “Financial Information” beginning on page []
of this DRHP.
Effect of Restatement
The summary of adjustments on account of changes in accounting policies and its impact on profits and losses of the
Company is discussed in section “Financial Statements” on page [] of this DRHP.
Changes in Accounting Policies and other Adjustments
The changes in accounting policies and other adjustments with its impact on profits and losses of our Company is discussed
in section “Financial Statements” on page [] of this DRHP.
Financial Indebtedness
For details of our secured and unsecured loans refer the section titled “Financial Indebtedness” on page [] of this DRHP.
Liquidity and Capital Resources
Our primary liquidity requirements are to fund our acquisition of land and development rights and the costs of construction
and development. In connection with our growth strategy, we are embarking on an ambitious land acquisition and project
development plan, which we expect will continue to account for a substantial proportion of our cash outflow. Our growth
plans will require us to incur substantial additional expenditure in the current and future fiscal years across both our existing
and new projects.
Since the commencement of our operations, we have funded our financing requirements primarily from our equity
contributions. However, as our business expands we expect that our land acquisitions as well as the construction and
development costs for our projects will be funded through internal accruals and borrowings, as well as through the proceeds
of this Issue as described in the section titled “Objects of the Issue” on page [] of this DRHP. Our expansion plans and
planned expenditure are subject to change based on, and our ability to raise and service the required financing depends on,
various factors such as interest rates, property prices and market conditions.
Net Worth
Net Worth is measured as a difference between the total assets and total liabilities and provisions. Our Net Worth
(consolidated) as on December 31, 2007 stands at Rs.1196.54 million which has improved from Rs.583.35 million as on
March 31, 2007 and Rs.169.51 million as on March 31, 2006.
Off-Balance Sheet Arrangements (Contingent Liabilities)
As of December 31, 2007, we have contingent liabilities to the tune of Rs.506.36 million of which we have outstanding
Bank Guarantees for the company of Rs.227.22 million and Rs.34.14 million for the third parties. Our corporate guarantees
as on December 31, 2007 are Rs.245 million.
Triveni Infrastructure Development Company Limited
Page 151
Net Cash Flows
As of December 31, 2007, we had cash and cash equivalents of Rs.120.41 million. The following table summarises our cash
flows as restated for the years mentioned below:
(Rs. in millions)
Particulars
Period Ended
Year Ended
Year Ended
Year Ended
Dec. 31, 2007
Mar. 31, 2007
Mar. 31, 2006
Mar. 31, 2005
Net cash from (used in) Operating activities
(469.53)
(302.31)
262.44
5.58
Net cash from (used in) Investing activities
303.11
(164.22)
85.38
(25.73)
Net cash from (used in) Financing activities
168.90
230.62
6.03
23.43
Cash Flows from Operating Activities
Our operating profit before adjustment for working capital changes as of December 31, 2007, March 31, 2007, March 31,
2006 and March 31, 2005 was Rs. 524.16 million, Rs. 413.49 million, Rs. 29.92 million and Rs.59.46 million respectively.
Our Debtors over the years have increased from Rs.119.40 million as on FY 2006 to Rs.544.37 million in FY 2007 to
Rs.1537.58 as on December 31, 2007. Our Inventories and Projects in Progress have accordingly increased from Rs.366.06
million as on FY 2006 to Rs.715.69 million as on FY 2007 which reduced to Rs.597.57 million as on December 31, 2007.
Our Loans and Advances have increased from Rs.85.54 million as on FY 2006 to Rs.980.32 million as on FY 2007 which
marginally reduced to Rs.977.95 million as on December 31, 2007. Our Other Current Assets have increased from Rs.10.73
million as on FY 2006 to Rs.108.31 million as on FY 2007 which further increased to Rs.287.24 million as on December 31,
2007.
Cash Flows from Investment Activities
Our cash flows from or used in investment activities primarily consists of purchase of fixed assets and purchase and sale of
investments.
Our Gross Block of Fixed Assets have increased from Rs.39.36 million as on FY 2006 to Rs.158.06 million as on FY 2007
which further increased to Rs.215.22 million as on December 31, 2007. During the period ended December 31, 2007 we had
a sale of investment in our subsidiary SN Realtors on which we made a profit of Rs.209.25 million (net of tax).
Cash Flows from Financing Activities
Our cash flows from financial activities consist mainly of fresh issue of our equity shares over the years. For further details
please refer to the section “Capital Structure” on page [] of this DRHP.
Financial Condition
On April 2, 2007, we issued bonus shares to our shareholders in the ratio of 1 share for every 3 shares held in the
company which resulted in an increase in our share capital by Rs.80 million and a corresponding decrease in our reserves.
For detailed Cash Flow Statement please refer to section titled “Financial Information” on page [] of this DRHP.
Assets
Inventory and Projects in Progress: The inventory consists of land, building materials, consumables stores and construction
work in progress which all are valued at cost and completed real estate projects which are valued at lower of cost or net
realizable value. Our Projects in Progress has two parts, those on which revenue is recognized and those on which
revenue is not recognized under the POC method. Projects on which revenue is not recognized is the total of cost incurred
on projects reduced by the advances received from customers against bookings in these projects. Our inventory was
Rs.597.57 million, Rs.715.69 million and Rs.366.06 million as at December 31, 2007, March 31, 2007 and March 31,
2006 respectively.
Sundry Debtors: Total amount payable to us by sundry debtors was Rs.1537.58 million, Rs.544.37 million and Rs.119.40
million, as at December 31, 2007, March 31, 2007 and March 31, 2006 respectively.
Loans and Advances: Our total loans and advances were Rs.977.95 million, Rs.980.32 million and Rs.85.54 million as at
December 31, 2007, March 31, 2007 and March 31, 2006 respectively. Our loans and advances mainly comprise of
advances for acquisition of land, and security deposits for tenders and licenses and other deposits.
Triveni Infrastructure Development Company Limited
Page 152
Liabilities
Current Liabilities and Provisions: Our total current liabilities and provisions were Rs.2062.55 million, Rs.1802.72
million and Rs. 7 1 6 . 3 1 million as at December 31, 2007, March 31, 2007 and March 31, 2006 respectively. Our current
liabilities include sundry creditors, advance from subsidiary/group companies, expense payable, TDS payable, inter office
adjustments, other trade liabilities, booking deposits/advance against sales and other liabilities.
Transactions with Associate Companies and Related Parties
For details regarding our related party transactions, please refer to the section “Financial Statements - Related Party Transactions”
on page [] of this DRHP.
Quantitative and Qualitative Disclosure about Market Risk
We are exposed to market risk from changes in interest rates. The following discussion is based on consolidated restated
financial statements prepared under SEBI Guidelines and Companies Act, 1956.
Interest Rate Risk
Our financial results are subject to changes in interest rates, which may affect our debt service obligations. Upward
fluctuations in interest rates would increase the cost of both existing and new debts. We do not engage in interest rate
hedging.
Commodity Price Risk
We are exposed to market risk with respect to the prices of raw material and components used in our projects. These commodities
include steel, cement and timber. The costs for these raw materials and components are subject to fluctuation based on
commodity prices.
The cost of components and various small parts sourced from outside manufacturers may also fluctuate based on their
availability from suppliers. In the normal course of business, we purchase these raw materials and components either on a
purchase order basis. We do intend enter into higher percentage of fixed price contracts with our sub- contractors pursuant
to which some or all the costs of raw materials and components used in our projects are fixed at the time we enter into the
contract and the risk of any fluctuation in the price of such raw materials and components is passed on to the contractor.
Effect of New Accounting Pronouncements
The accounting pronouncements issued by the ICAI over the last three financial years that have had an effect on our
financial reporting relates to:
1. Accounting for Taxes on Income
2. Accounting for Provisions, Contingent Liabilities and Contingent Assets
Known Trends or Uncertainties
Other than as described in the section titled “Risk Factors” and “Management’s Discussion and Analysis of Financial
Conditions and Results of Operations”, to our knowledge there are no known trends or uncertainties that have or had or are
expected to have a material adverse impact on our income from continuing operations
Future Relationship between Costs and Income
Other than as described in the section entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions
and Results of Operations”, to our knowledge there are no future relationship between costs and income that have or had or
are expected to have a material adverse impact on our operations and finances.
Inflation
In recent years, although India has experienced minor fluctuation in inflation rates, inflation has not had material impact on
our business and results of operations. Any increase in the rate of inflation would have an impact on the affairs of the
company and adversely effect the operations & consequently the profitability.
Seasonality of Business
We generally do not believe that our business is seasonal, though our operations may be adversely affected by difficult
working conditions during monsoons that restrict our ability to carry on construction activities and fully utilize our resources.
Triveni Infrastructure Development Company Limited
Page 153
New Products or Business Segment
Other than as described in this Draft Red Herring Prospectus, we do not have any new products or business segments.
Competitive Conditions
We expect competition in the real estate development sector from existing and potential competitors to intensify. For
further details please refer to the discussions of our competitive conditions in the sections entitled “Risk Factors” and
“Business” beginning on page [] and [], respectively, of this Draft Red Herring Prospectus.
Significant Developments after December 31, 2007 that may affect our future Results of Operations
In compliance with AS-4, to our knowledge no circumstances other than as disclosed in this Draft Red Herring
Prospectus have arisen since the date of the last financial statements contained in the Draft Red Herring Prospectus which
materially and adversely affect or are likely to affect, the trading and profitability of the Company, or the value of our assets
or our ability to pay material liabilities within the next 12 months.
•
Corporate Loan availed
We have availed a corporate loan of Rs.250 Million from SICOM Limited vide sanction letter dated April 4, 2008 by
equitable mortgage of immovable property at Sector-78 admeasuring 21.86 acres, personal guarantees of Mr. Sumit
Mittal and Mr. Madhur Mittal, pledge of 0.5 Million shares of the promoter group and hypothecation of book debts of
Triveni Heights, NH-24, Ghaziabad. For further details please refer to the section titled “Financial Indebtedness” on
page [●] of this DRHP.
•
Memorandum of Understanding with BCCL
We have signed a Memorandum of Understanding with Bennett, Coleman & Co. Limited (‘BCCL’) on April 21, 2008.
The terms of this MoU includes, inter-alia, equity participation by BCCL in our company and their offering of
advertising space to us, subject however, to the approval of the respective Boards and acceptance of detailed terms and
conditions by execution of relevant agreements.
•
Memorandum of Understanding with HT Media
We have received a letter dated April 22, 2008 from HT Media Limited (‘HT Media’) regarding ‘Partnership for
Growth’ deal with our company vide which they have entered into a Memorandum of Understanding (MoU) with us.
The deal includes, inter-alia, equity participation by HT Media in our company and offering of advertising space to us,
subject however, to the approval of the respective Boards and acceptance of detailed terms and conditions by execution
of relevant agreements.
Triveni Infrastructure Development Company Limited
Page 154
FINANCIAL INDEBTEDNESS
Nature of Borrowings
Fund & Non fund Based Limit from Oriental
Bank of Commerce
Loan Amount
Interest Rate
125.05
PLR+1.00%
Fund Based – Rs.
500.00
Bank Guarantee
Limit – Rs. 128.224
Fund Based Limit from Central Bank of India
Fund Based Limit from State Bank of India
Fund & Non fund Based Limit from Punjab
National Bank
Amount outstanding as
on 31.12.2007
7.00
4.77
PLR+2.50%
15.00
11.86
9.25%
47.33
PLR+1.00%
53.12
PLR+0.50%
Fund Based –
Rs. 61.00
Non fund based –
Rs. 39.00
Fund Based Limit from State Bank of Bikaner
& Jaipur
70.00
Repayment Schedule
Loan to be repaid in 18
Equitable Mortgage of immovable property at Sector - 78,
monthly installments from Faridabad admeasuring 10.69 acres.
Extension of equitable mortgage on pari-passu basis with State
April 2008 to September
Bank of Bikaner & Jaipur over immovable properties as below:
2009.
i) Residential land at Sector - 78, Faridabad admeasuring 7.749
acres.
ii) Land at Sector - 78 measuring 12.960 acres in the name of
M/s. RMS Club & Resorts Pvt. Ltd.
First Charge on fixed assets of the company (excluding assets
specifically charged in favour of other lenders).
Extension of charge over immovable properties as under:
i) Commercial Property admeasuring area of 52445 sq. yards
situated at Agra.
ii) Land at Tugalpur, Greater Noida measuring 2502.47 sq mtrs.
standing in the name of M/s. Chahat Garments Pvt. Ltd.
(subsidiary).
Personal Guarantee of Mr. Sumit Mittal, Mr. Madhur Mittal, Smt.
Rajkumari Mittal.
Corporate Guarantee of M/s. RMS Club & Resorts Pvt. Ltd. &
M/s. Chahat Garments Pvt. Ltd.
Loan to be repaid in 60
Equitable Mortgage of property situated at 11th KM Milestone,
monthly installments from NH - 2, Agra.
Personal Guarantee of Mr. Sumit Mittal, Mr. Madhur Mittal &
May, 2006.
Smt. Rajkumari Mittal.
Loan to be repaid in 180 Equitable Mortgage of property situated at 2nd Floor, GK - I,
monthly installments from New Delhi.
Oct, 2005.
Loan to be repaid in 54
Equitable Mortgage of Property at C-40, Institutional Area,
monthly installments from Sector-62, Noida, (U.P.) admeasuring 1375 sq mts. along with
April 2007.
furniture & fixtures.
Plot No. 104, admeasuring 826 sq. mts. In Greater Noida, in the
name of M/s. Chahat Garments Pvt. Ltd. (subsidiary Co.)
Personal Guarantee of Mr. Sumit Mittal, Mr. Madhur Mittal &
Mrs. Rajkumari Mittal.
Corporate Guarantee of M/s. Chahat Garments Pvt. Ltd.
Equitable Mortgage of 5.808 acres of land situated at Sec - 78,
Faridabad in the name of company.
Loan to be repaid in 8
Equitable Mortgage of 1.263 acres of land in the name of M/s
quarterly installments from RMS Club & Resorts Pvt. Ltd.
Equitable Mortgage of 2.550 acres of land in the joint name of
Sept. 2007.
M/s RMS Club & Resorts Pvt. Ltd. & Triveni Infrastructure
Development Co. Ltd.
First pari passu charge on the property admeasuring 17.777 acres
of land standing in the name of the company & M/s. RMS Club &
Resorts Pvt. Ltd. mortgaged to Oriental Bank of Commerce.
Fund based limit from HDFC Bank Ltd.
11.00
10.59
8.75%
Fund Based Limit from UCO Bank
91.00
45.02
PLR+2.00%
Loan to be repaid in 199
EMIs installments.
Loan to be repaid in qtr.
Installments starting from
2nd Qtr. 06
3.32
3.07
9.24%
35 EMI- Oct 2007
Fund based limit from HDFC Bank Ltd.
Security Created / Guarantee Given
Corporate Guarantees of M/s. RMS Club & Resorts Pvt. Ltd.
Personal Guarantee of Mr. Sumit Mittal, Mr. Madhur Mittal &
Smt. Rajkumari Mittal.
Equitable Mortgage of Property at Vijay Nagar Colony, Agra
Property at Vijay Nagar Colony, Agra
Commercial plot at Triveni Rangoli Comfort Homes situated at
Sikandra, Agra
Triveni Vatika, 10 acres of land situated at Mathura - Delhi
Highway.
Commercial plot owned by M/s RMS Club & Resorts Pvt. Ltd.
measuring 10195 sq. mts. situated at Agra.
Personal Guarantee of Smt. Rajkumari Mittal, Mr. Madhur
Mittal, Mr. Sumit Mittal.
Corporate Guarantee of M/s. RMS Club & Resorts Pvt. Ltd.
Hypothecation of Plant & Machinery - Construction Equipment
Fund based limit from HDFC Bank Ltd.
4.82
4.47
10.80%
35 EMI- Oct 2007
Hypothecation of Plant & Machinery - Construction Equipment
Fund based limit from HDFC Bank Ltd.
3.24
3.00
9.23%
35 EMI- Oct 2007
Hypothecation of Plant & Machinery - Construction Equipment
Fund based limit from HDFC Bank Ltd.
3.22
2.97
9.24%
35 EMI- Oct 2007
Hypothecation of Plant & Machinery - Construction Equipment
3.80
6.50
7.50
4.20
250.00
3.19
5.68
6.55
1.59
250.00
9.79%
12.76%
12.86%
5.06%
17.00%
60 EMI- Feb 2007
60 EMI- April 2007
60 EMI- April 2007
36 EMI- Jan 2007
36 EMI- May 2008
Hypothecation of car- Merc E Class
Hypothecation of car- Merc S Class
Hypothecation of car- BMW New
Hypothecation of car-BMW old
Equitable Mortgage of immovable property at Sector - 78,
Faridabad admeasuring 21.86 acres.
Personal Guarantee of Mr. Sumit Mittal , Mr. Madhur Mittal.
Hypothecation of Escrow a/c of Book debts of Triveni Heights,
NH-24, Ghaziabad. Pledge of Equity Shares in the name of Puja
Mittal, Urvashi Mittal. & Smt. Raj Kumari Mittal: 500000 shares
3.00
3.00
17.00%
24 EMI- May 2008
Business Installment Loan
Fund based limit from ICICI Bank Ltd.
Fund based limit from ICICI Bank Ltd.
Fund based limit from ICICI Bank Ltd.
Fund based limit from ICICI Bank Ltd.
Fund Based Limit from SICOM Limited
(Disbursed on 30.04.08)
Fund Based Limit from Standard Chartered
(Agreement dated 26.03.08)
All figures are stated in Rupees Millions
Note: 1.The aforementioned car loans are for the loan amounts exceeding Rs.1 million;
2. The above outstanding balances are as per our restated financial statements
Triveni Infrastructure Development Company Limited
Page 155
SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed here, there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings initiated
for offences (including past cases, economic offences etc) irrespective of whether specified in paragraph (1) of part 1 of
Schedule XIII of the Companies Act and proceedings or tax liabilities against our Company, our Promoters, Directors and
Group Company that would have a material adverse effect on our business. Except those disclosed here, there are also no
defaults, non-payment or overdue of statutory dues, institutional/ bank dues and dues payable to holders of any debentures,
bonds and fixed deposits that would have a material adverse effect on our business other than unclaimed liabilities against
our Company or Promoters or Directors.
Snapshot of Pending Litigation
Category
Cases Against
Our Company
Cases against
Our Promoter
Directors
Civil
Proceedings
Criminal
Proceedings
Consumer
Cases
Copyright
Cases
Arbitration
Cases
Tax
Proceedings –
Service Tax
28 Proceedings
Rs 165.45 mn
18 Proceedings
Rs 9.27 mn
13 Proceedings
Rs 4.02 mn
01Proceeding
Rs 2.00 mn
01Proceeding
Rs.91.19 mn
-
-
(Rs in million)
Cases
Preferred by
Our Promoter
03 Proceedings
Rs 8.50 mn
-
Cases against
Our
Subsidiary
Companies
05 Proceedings
Rs 120.88 mn
18 Proceedings
Rs. Nil
-
Cases against
Our Associate
Companies
Cases
Preferred by
Our Company
03 Proceedings
Rs 51.06 mn
13 Proceedings
Rs 86.67 mn
-
18 Proceedings
Rs Nil
04 Proceedings
Rs 2.20 mn
-
04 Proceedings
Rs.7.00 mn
-
-
-
-
-
-
-
-
-
01Proceeding
-
-
-
-
01Proceeding
-
-
Note:
Wherever the plaintiff has filed civil as well as criminal case for the same matter, the amount involved in the case has been considered
only under the heading civil proceedings.
In our normal course of business, the advance monies received, which prior to the execution of sales deed and handing over
the possession to allotment holder / booking holder, may be claimed for refund due to any reason. Amounts on account of
these claims and for disputes arising out of such claims are not ascertainable till the time they are claimed and, thus, cannot
be provided for. We have, however, disclosed all such disputes which are subject matter of litigations in this section.
I. The following are the cases filed against Our Company, Our Promoters, Our Subsidiary Companies and Our
Associate Company:
A.
Civil Cases
Civil Cases against Our Company
1.
Mr.Bhagwan & Others have filed a Case no.271/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the post dated cheques (PDCs) of Rs.57 lacs as part of consideration for purchase of land. The
Defendants in reply have filed Written Statement and state sale deed to be perfectly legal. The matter is listed on
May 26, 2008 for filing of replication.
2.
Mr.Devendra Kumar & Others have filed a Case no.270/06 against our Company & Others for declaration and
permanent injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the
ground of dishonour of the PDCs of Rs.28.5 lacs as part of consideration for purchase of land. The Defendants in
reply have filed Written Statement and state sale deed to be perfectly legal. The matter is listed on May 26, 2008
for filing of replication
3.
Mr.Ram Chander has filed a Case no. 272/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
Triveni Infrastructure Development Company Limited
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dishonour of the PDCs of Rs.28.5 lacs as part of consideration for purchase of land. The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on May 26, 2008 for filing of
replication.
4.
Mr.Jhabber Singh has filed a Case no. 269/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.57 lacs as part of consideration for purchase of land. The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on May 26, 2008 for filing of
replication.
5.
Mr.Vikram Singh has filed a Case no. 264/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.33 lacs as part of consideration for purchase of land. The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for filing of
replication.
6.
Mr.Lal Singh has filed a Case no. 265/06 against our Company & Others for declaration and permanent injunction
and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of dishonour of
the PDCs of Rs.15 lacs as part of consideration for purchase of land. The Defendants in reply have filed Written
Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s evidence.
7.
Mr. Rajinder has filed a Case no. 266/06 against our Company & Others for declaration and permanent injunction
and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of dishonour of
the PDCs of Rs.27,32,815/- as part of consideration for purchase of land. The Defendants in reply have filed
Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
8.
Mr.Vijay Pal and Others have filed a Case no. 292/06 against our Company & Others for declaration and
permanent injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the
ground of dishonour of the PDCs of Rs.1,16,62,500/- as part of consideration for purchase of land. The Defendants
in reply have filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008
for Plaintiff’s evidence.
9.
Mr.Shree Chand has filed a Case no. 248/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.77,62,500/- as part of consideration for purchase of land. The Defendants in reply
have filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for
Plaintiff’s evidence.
10. Mr.Bhoop Singh has filed a Case no. 247/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.77,62,500/ as part of consideration for purchase of land. The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
11. Mr.Rameshwar Dayal has filed a Case no.246/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.45,77,350/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
12. Mr.Ram Avatar has filed a Case no.268/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.64,86,560/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
13. Mr. Ramjeewan has filed a Case no. 349/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.29,82,815/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
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14. Mr.Dewan Singh has filed a Case no. 350/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.29,82,815/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on June 2, 2008 for Plaintiff’s
evidence.
15. Mr.Sube Singh has filed a Case no. 382/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.40,52,813/-.The Defendants in reply have filed Written Statement and state sale deed
to be perfectly legal. The matter is listed on June 11, 2008 for replication.
16. Mr.Pawan Kumar has filed a Case no. 30/07 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs of Rs.39,18,750/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. The matter is listed on May 26, 2008 for Plaintiff’s
evidence.
17. Mr. Ram Niwas and Others have filed a Case no.9/07 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs. The Defendants in reply have filed Written Statement and state sale deed to be perfectly
legal. Matter has been settled with the Plaintiff, and full & final payment has been made. He is yet to withdraw the
case. The matter is listed on June 02, 2008.
18. Mr. Mange Ram has filed a Case no. 14/07 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of
dishonour of the PDCs as part of consideration for purchase of land.The Defendants in reply have filed Written
Statement and state sale deed to be perfectly legal. Matter has been settled with the Plaintiff, and full & final
payment has been made. He is yet to withdraw the case. The matter is listed on June 02, 2008.
19. Mr.Rameshwar has filed a Case no. 5/07 against our Company & Others for declaration and permanent injunction
and cancellation of the Sale Deed before the Court of Civil Judge, Rewari, Haryana on the ground of dishonour of
the PDCs as part of consideration for purchase of land.The Defendants in reply have filed Written Statement and
state sale deed to be perfectly legal. Matter has been settled with the Plaintiff, and full & final payment has been
made. He is yet to withdraw the case.The matter is listed on June 02, 2008.
20. Mr. Mam Chand has filed a Case no.505/06 & 91/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deeds before the Court of Civil Judge, Faridabad, Haryana. The Defendants
Sale Deed and Mutation are perfectly legal biding upon the parties & Consideration amount of the land was
received in full by the Sh Khacheroo who executed the said deeds on 29.08.98 and Registered General Power Of
Attorney in favour of defendant Lakhi Singh. Written Statement has been filed. This matter is listed on June 6,
2008 for arguments.
21. Mr.Rann Singh has filed a Case no.607/06 against our Company & Others for declaration and permanent injunction
and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of dishonour
of the PDCs of Rs.59,04,100/- as part of consideration for purchase of land.The Defendants in reply have filed
Written Statement and state sale deed to be perfectly legal. DD for Rs.59,04,100/- has been made but the plaintiff is
refusing to accept it. The matter is listed on August 28, 2008.
22. Mr. Rajinder Singh has filed a Case no. 609/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs.59,04,100/- as part of consideration for purchase of land.The Defendants in reply have
filed Written Statement and state sale deed to be perfectly legal. DD for Rs.59,04,100/- has been made, but the
plaintiff is refusing to accept it.The matter is listed on July 30, 2008 for filing of replication.
23. Mr. Dharmvir Singh has filed a Case no. 164/06 against our Company & Others for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs. 2,69,85,500/- as part of consideration for purchase of land.The Defendants in reply
have filed Written Statement and state sale deed to be perfectly legal. DD for Rs.3,04,91,355/- has been submitted
in the Court & plaintiff has accepted the same without prejudice. The matter is listed on July 29, 2008.
24. Mr. Tara Chand has filed a Case no. 48/08 against our Company & Others for declaration and permanent injunction
and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of dishonour
of the PDCs of Rs.81,94,950/- as part of consideration for purchase of land.The Defendants in reply have filed
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Written Statement and state sale deed to be perfectly legal. DD for Rs Rs.81,94,950/-has been submitted in the
Court & matter has been settled with the plaintiff and he is yet to with draw the case. The matter is listed on June 5,
2008.
25. Mrs. Batti has filed a Case no.157/07 against our Company & Others for declaration and permanent injunction and
cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of dishonour of
the PDCs of Rs.5,00,16,500/- as part of consideration for purchase of land.The Defendants in reply have filed
Written Statement and state sale deed to be perfectly legal. The matter is listed on July 8, 2008 for further
proceedings.
26. Mr. Dharmvir Singh has filed an appeal Case no. 23/06 under 43 rule 1 Code of Civil Procedure to set aside order
dated 31.8.2006 passed by the Ld. Civil Court whereby the stay was not granted against our Company & Others
before the Court of Civil Judge, Faridabad, Haryana on the ground of dishonour of the PDCs as part of
consideration for purchase of land.The Defendants deposited the amount of PDCs alongwith interest in the Trial
Court which the Appellant has accepted without prejudice. The matter is listed on May 19, 2008 for Final
Arguments.
27. M/s Betel Properties Pvt. Ltd. has filed a Case no. 617/07 against our company for recovery of the advance amount
of Rs.2,50,000/-each by the defendant No. 1 to 3 paid for booking of flats before the Court of Civil Judge, New
Delhi. No financial claim has been set out in the suit against the defendant no.4 i.e. Company, but necessary
directions have been sought to prevent the transfer of the bookings of the flats. The matter is listed on July 6, 2008
for further proceedings.
28. Mr. Jagdish & Others have filed an appeal Case no. 617/07 against Respondent No. 11 our company before The
Court of MS Anita Chaudhary, District Judge, Faridabad, Haryana against the order dated 25.6.2007 passed by the
Court of Civil Judge, Faridabad whereby the Ld. Trial Court dismissed the stay application of the appellant in the
main suit. The main suit is between appellant and Respondent Nos 1 to 10 with regard to share of land and nature
of the land. The Company is Respondent No. 11 in the aforesaid appeal and has not been made party in the main
suit. The matter is next listed on Septemeber 30, 2008 for further proceedings.
Civil Cases against Our Subsidiary Company
M/s Chahat Garments Pvt. Ltd.
1.
Mr. Bhopal Singh has filed a Case no. 1740/07 against our subsidiary company for declaration and permanent
injunction and cancellation of Sale Deed before The Court of Civil Judge, Ghaziabad on the ground of dishonour of
the PDCs of Rs. 3,63,29,425/- as part of consideration for purchase of land. The Defendants never denied payment
of the said PDCs and state sale deed to be perfectly legal. The matter is listed on July 21, 2008 for filing of Written
Statement.
M/s Sunrise Infrabuild Pvt Ltd.
1.
Mr. Roshan Lal has filed a Case no. 866/07 against our our subsidiary company for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs. 3,51,54,940/- as part of consideration for purchase of land. The Defendants state sale
deed to be perfectly legal. The matter has been disposed off on May 05, 2008 and the copy of the Order is awaited.
2.
Mrs. Chanda Devi has filed a Case no. 865/07 against our our subsidiary company for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs. 80,37,280/- as part of consideration for purchase of land. The Defendants state sale
deed to be perfectly legal. The matter is listed for May 15, 2008.
3.
Mr. Ram Prasad has filed a Case no. 867/07 against our our subsidiary company for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs.3,35,21,345/- as part of consideration for purchase of land. The Defendants state sale
deed to be perfectly legal. The matter is listed for May 15, 2008.
4.
Mrs. Kela Devi has filed a Case no. 868/07 against our our subsidiary company for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs. 78,41,272/- as part of consideration for purchase of land. The Defendants state sale
deed to be perfectly legal. The matter is listed for May 15, 2008.
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Civil Cases against Our Associate Company
M/s Triveni-Ferrous Infrastructure Pvt. Ltd.
1.
Mr. Onkar Singh & Others has filed a Case no.551/07 against our our associate company for declaration and
permanent injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the
ground of dishonour of the PDCs of Rs. 2,88,20,314/- as part of consideration for purchase of land. The Defendants
never denied payment & state sale deed to be perfectly legal. The matter is listed for August 13, 2008 for filing of
Replication.
2.
Mr. Virpal Singh & Ors have filed a Case no. 70/06 against our our associate company for declaration and
permanent injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the
ground of dishonour of the PDCs of Rs.1,11,19,063/- as part of consideration for purchase of land. The Defendants
never denied payment & state sale deed to be perfectly legal. The matter is listed for May 23, 2008 for final
arguments.
3.
Mr. Zile Singh has filed a Case no. 611/06 against our our associate company for declaration and permanent
injunction and cancellation of the Sale Deed before the Court of Civil Judge, Faridabad, Haryana on the ground of
dishonour of the PDCs of Rs.1,11,19,063/- as part of consideration for purchase of land. The Defendants never
denied payment & state sale deed to be perfectly legal. The matter is listed for May 23, 2008 for final argument.
B.
Criminal Cases:
Criminal Cases against Our Company
1.
Mr Ramjiwan has filed criminal complaint No. 177/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Rewari, Haryana against our company for dishonour of post dated cheques (PDCs) of Rs.29,82,815/- given
to him as part of consideration against purchase of land. The Company has yet to put appearance before the court
and they have never refused payment of the said amount. Bailable Warrant has been issued and the case is next
listed on June 04, 2008.
2.
Mr Diwan Singh filed criminal complaint No. 178/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Rewari, Haryana against our company for dishonour of PDCs of Rs.29,82,815/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on June 04,
2008.
3.
Mr Vijay Pal filed criminal complaint No.116/06, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Rewari, Haryana against our company for dishonour of PDCs of Rs.58,31,250/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on June 04,
2008.
4.
Mr Ramesh Kumar filed criminal complaint No.117/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Rewari, Haryana against our company for dishonour of PDCs of Rs.58,31,250/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on June 04,
2008.
5.
Mr Ram Avtar filed criminal complaint No.188/07, u/s 138 Negotiable Instruments Act before the Court of CJM,
Rewari, Haryana against our company for dishonour of PDCs of Rs.5,00,000/- given to him as part of consideration
against purchase of land. The Company has yet to put appearance before the court and they have never refused
payment of the said amount. Bailable Warrant has been issued and the case is next listed on July 22, 2008.
6.
Mr Ram Avtar filed criminal complaint No.130/07, u/s 156 Criminal Procedure Code for cheating & fraud u/s 420
Indian Penal Code before the Court of ACJM, Rewari, Haryana against our company for dishonour of PDCs of
Rs.32,43,289/- given to him as part of consideration against purchase of land. The Company has yet to put
appearance before the court and they have never refused payment of the said amount. Bailable Warrant has been
issued and the case is next listed on May 24, 2008.
7.
Mr Om Prakash filed criminal complaint No.85/07, u/s 138 Negotiable Instruments Act before the Court of CJM,
Rewari, Haryana against our company for dishonour of PDCs of Rs17,06,250/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
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never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on May 24,
2008.
8.
Mr Batti filed criminal complaint No. 158-159/06, u/s 138 Negotiable Instruments Act before the Court of JMIC,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.8,00,140/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on August
16, 2008.
9.
Mr Rakesh Kumar filed criminal complaint No. 156-157/06, u/s 138 Negotiable Instruments Act before the Court
of JMIC, Faridabad, Haryana against our company for dishonour of PDCs of Rs.16,00,280/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on August
16, 2008.
10. Mr Raju filed criminal complaint No. 324/06, u/s 138 Negotiable Instruments Act before the Court of JMIC,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.9,80,290/- given to him as part
ofconsideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on July 11,
2008.
11. Mr Raju filed criminal complaint No. 431/06, u/s 138 Negotiable Instruments Act before the Court of JMIC,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.6,19,990/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and they have
never refused payment of the said amount. Bailable Warrant has been issued and the case is next listed on July 14,
2008.
12. Mr Rati Ram filed criminal complaint No. 328/06, u/s 138 Negotiable Instruments Act before the Court of JMIC,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.1,19,11,250/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and have made full
& final payment of the said amount with interest. Matter has been settled out of court and the complainant has yet
to witdraw the case. The case is next listed on July 11, 2008.
13. Mr Bati filed criminal complaint No. 157/06, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad,Haryana against our company for dishonour of PDCs of Rs.5,00,16,500/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and have made full
& final payment of the said amount with interest. Matter has been settled out of court and the complainant has yet
to witdraw the case. The case is next listed on June 11, 2008.
14. Mr. Dharambir has filed criminal complaint No. 161/06, u/s 138 Negotiable Instruments Act before the Court of
CJM, Faridabad, Haryana against our company for dishonour of PDCs of Rs.2,69,85,500/- given to him as part of
consideration by the Company for purchase of land. The Company have made full and final payment of PDCs with
interest to complainant and also moved petition U/S 482 CrPC before the Hon’ble High Court of Punjab and
Haryana at Chandigarh for quashing of present complaint and the Court was pleased to issue notice. The matter is
next listed on May 30, 2008.
15. Mr. Rajinder Singh criminal complaint No.222/06, u/s 138 Negotiable Instruments Act before the Court of JMIC,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.2,45,17,500/- given to him as part of
consideration against purchase of land. The Company has yet to put appearance before the court and have never
denied payment of the said PDCs. The case is next listed on July 18, 2008.
16. Mr Amit Goel filed criminal complaint No. 479/07, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad, Haryana against our company for dishonour of PDCs of Rs.16,50,000/- given to him as part of
commission as property agent. The Company has denied any such agreement with the complainant.The case is next
listed on May 17, 2008.
17. Mr. Suresh has filed criminal complaint No.2099/1/25.11.06, u/s 138 Negotiable Instruments Act before the Court
of MM, Patiala House, Delhi against our company for dishonour of PDCs of Rs.14,17,500/- given to him as part of
consideration by the Company for purchase of land. The Company has appeared before the court and deposited the
said amount alongwith interest.Since the complainant was not satisfied with the compensation awarded so he filed
Revision Petition before the Ld. District and Session Judge, who remanded the matter to the above trial court to
decide the quantum of compensation. The matter is listed on May 28, 2008.
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18. Mrs. Rajo has filed criminal complaint No.1800/1/2006, u/s 138 Negotiable Instruments Act before the Court of
MM, Patiala House, Delhi against our company for dishonour of PDCs of Rs.14,17,500/- given to him as part of
consideration by the Company for purchase of land. The Company has made the Demand Draft of the said amount
and submitted the copy of the same in the Court. The matter has been disposed off and the copy of the Order is
awaited.
Criminal Cases against Our Promoters
1.
Mr. Sanjeev has filed criminal complaint No. 481/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our Promoter Mr.Sumit Mittal for dishonour of PDCs of Rs.50,00,000/- given
to him for his commission as a property agent. The Promoter denies any agreement with the Complainant regarding
any commission. Bailable Warrant has been issued. The matter is listed on August 20, 2008.
2.
Mr. Sanjeev has filed criminal complaint No. 501/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our Promoter Mr.Sumit Mittal for dishonour of PDCs of Rs.10,00,000/- given
to him for his commission as a property agent. The Promoter denies any agreement with the Complainant regarding
any commission. Bailable Warrant has been issued. The matter is listed on May 26, 2008.
3.
Mr. Sanjeev has filed criminal complaint No. 480/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our Promoter Mr.Sumit Mittal for dishonour of PDCs of Rs.25,00,000/- given
to him for his commission as a property agent. The Promoter denies any agreement with the Complainant regarding
any commission. Bailable Warrant has been issued. The matter is listed on May 31, 2008.
Criminal Cases against Our Subsidiary Companies
M/s Sunrise Infrabuild Pvt. Ltd.
1.
Mr.Roshan Lal has filed criminal complaint No. 513/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs. 87,88,375/-given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
listed on September 06, 2008.
2.
Mr. Shiv Charan has filed criminal complaint No. 514/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.87,88,375/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
listed on September 06, 2008.
3.
Mr.Chanda Devi has filed criminal complaint No. 515/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.5,02,330/- given to him as
part of consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is listed on
September 06, 2008.
4.
Mrs. Kela Devi has filed criminal complaint No. 516/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.33,60,535/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
listed on September 06, 2008.
5.
Mr.Suresh has filed criminal complaint No. 512/07, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.5,60,090/- given to him as part of
consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is listed on
September 06, 2008.
6.
Mr.Ram Prasad has filed criminal complaint No. 514/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.1,67,60,672/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. It has yet to put appearance before the court. The matter is listed on June 06, 2008.
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7.
Mr. Hukum Singh has filed criminal complaint No. 518/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,103/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. It has yet to put appearance before the court. The matter is pending and next listed on June 06,
2008.
8.
Mr. Braham Singh has filed criminal complaint No. 517/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,103/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. It has yet to put appearance before the court. The matter is pending and next listed on June 06,
2008.
9.
Mr. Sauraj has filed criminal complaint No. 515/07, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,103/- given to him as part
of consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques. It has yet to put appearance before the court. The matter is pending and next listed on June 06, 2008.
10. Mr Roshan Lal has filed criminal complaint No. 2/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.87,89,095/- given to him
as part of consideration by the Company for purchase of land The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
11. Mr. Shiv Charan has filed criminal complaint No. 7/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.87,89,095/-given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
12. Mrs. Chanda Devi has filed criminal complaint No. 9/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.5,02,330/- given as a part
consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is pending and
next listed on August 14, 2008.
13. Mrs. Kela Devi has filed criminal complaint No. 6/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.33,60,558/-given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
14. Mr.Suresh has filed criminal complaint No. 8/08, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.5,60,089/- given to him as part of
consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is pending and
next listed on August 14, 2008.
15. Mr. Ram Prasad has filed criminal complaint No. 5/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.1,67,60,673/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
16. Mr. Hukum Singh has filed criminal complaint No. 1/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,103/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
17. Mr. Braham Singh has filed criminal complaint No. 4/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,104/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
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dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
18. Mr. Sauraj has filed criminal complaint No. 3/08, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our subsidiary company for dishonour of PDCs of Rs.11,72,104/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques. Bailable Warrant has been issued. It has yet to put appearance before the court. The matter is
pending and next listed on August 14, 2008.
Criminal Cases against Our Associate Company
Triveni -Ferrous Infrastructure Pvt. Ltd.
1.
Mr. Gyanender Tewatiya has filed criminal complaint No. 316/07, u/s 138 Negotiable Instruments Act before the
Court of ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.10,00,000/- given
to him as interest on the consideration amount for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. Bailable Warrant has been
issued. The matter listed on August 14, 2008.
2.
Mr. Gyanender Tewatiya has filed criminal complaint No. 317/07, u/s 138 Negotiable Instruments Act before the
Court of ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.5,00,000/- given
to him as interest on the consideration amount for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. Bailable Warrant has been
issued. The matter listed on May 24, 2008.
3.
Mr.Gyanender Tewatiya has filed criminal complaint No. 416/07, u/s 138 Negotiable Instruments Act before the
Court of ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.5,00,000/- given
to him as interest on the consideration amount for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. Bailable Warrant has been
issued. The matter listed on May 24, 2008.
4.
Mr.Gyanender Tewatiya has filed criminal complaint No. 426/07, u/s 138 Negotiable Instruments Act before the
Court of ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.5,00,000/- given
to him as interest on the consideration amount for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. Bailable Warrant has been
issued. The matter listed on May 17, 2008.
5.
Mrs. Kela Devi has filed criminal complaint No. 404/07, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.2,97,31,406 given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. Bailable Warrant has been
issued. The matter listed on May 24, 2008.
6.
Mr. Mahender has filed criminal complaint No. 389/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.1,08,88,500/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. The matter listed on July 11,
2008 for arguments. The Complainant has also filed Revision petition No. 7/08 before the Court of Session Judge,
Faridabad, Haryana challenging against the order dated 18.12.2007 passed by the Court of JMIC, Faridabad, in
which the application for the disclosure of the names of the respondents/accused i.e. MD/Director/Executive
Director of the accused No.1/impleading the respondents No.2 to 5 as accused in the complaint has been dismissed.
The Learned Court has not issued Notice to the alleged respondent’s No. 2 to 5. The matter listed on May 09, 2008
for further proceedings.
7.
Mr. Vijay Pal has filed criminal complaint No. 387/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.1,08,88,500/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. The matter listed on July 11,
2008 for arguments. The Complainant has also filed Revision petition No. 6/08 before the Court of Session Judge,
Faridabad, Haryana challenging against the order dated 18.12.2007 passed by the Court of JMIC, Faridabad, in
which the application for the disclosure of the names of the respondents/accused i.e. MD/Director/Executive
Director of the accused No.1/impleading the respondents No.2 to 5 as accused in the complaint has been dismissed.
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The Learned Court has not issued Notice to the alleged respondent’s No. 2 to 5. The matter listed on May 09, 2008
for further proceedings.
8.
Mr. Surender has filed criminal complaint No. 388/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs1,08,88,500/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. The matter listed on July 11,
2008 for arguments. The Complainant has also filed Revision petition No. 7/08 before the Court of Session Judge,
Faridabad, Haryana challenging against order dated 18.12.2007 passed by the Court of JMIC, Faridabad, in which
the application for the disclosure of the names of the respondents/accused i.e. MD/Director/Executive Director of
the accused No.1/impleading the respondents No.2 to 5 as accused in the complaint has been dismissed. The
Learned Court has not issued Notice to the alleged respondent’s No. 2 to 5. The matter is listed on May 09, 2008
for further proceedings.
9.
Mr.Joginder has filed criminal complaint No. 326/06, u/s 138 Negotiable Instruments Act before the Court of
ACJM,Faridabad, Haryana against our associate company for dishonour of PDCsRs.1,08,88,500/- given to him as
part of consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques and asked for peaceful possession and fencing of the property. The matter is listed on May 13, 2008 for
arguments.
10. Mr. Jagvir has filed criminal complaint No. 325/06, u/s 138 Negotiable Instruments Act before the Court of ACJM,
Faridabad, Haryana against our associate company for dishonour of PDCs Rs.1,08,88,500/- given to him as part of
consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques and asked for peaceful possession and fencing of the property. The matter is listed on May 13, 2008 for
arguments.
11. Mr.Onkar Singh has filed criminal complaint No. 537/07, u/s 138 Negotiable Instruments Act before the Court of
JMIC, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.2,46,92,500/- given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. The matter is listed on July 28,
2008 for further proceedings.
12. Mr.Surender Kumar has filed criminal complaint No. 593/07, u/s 138 Negotiable Instruments Act before the Court
of JMIC, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.20,63,907/-given to him
as part of consideration by the Company for purchase of land. The Company never denied payment of the
dishonored cheques and asked for peaceful possession and fencing of the property. The matter is listed on July 28,
2008 for further proceedings.
13. Mr. Shiv Kumar has filed criminal complaint No. 536/07, u/s 138 Negotiable Instruments Act before the Court of
JMIC, Faridabad, Haryana against our associate company for dishonour of PDCs of Rs.20,63,907 given to him as
part of consideration by the Company for purchase of land. The Company never denied payment of the dishonored
cheques and asked for peaceful possession and fencing of the property. The matter is on July 28, 2008 for further
proceedings.
C.
Consumer Cases
Consumer Cases against Our Company
1.
Mr. Brij Kishan has filed consumer complaint No.660/2007 before the Ld. District Consumer Forum, Delhi for
payment of interest of Rs.25,400/- and imposition of penalty as the Company had not given the interest on refund
amount on cancellation. The Company states that the booking was for a Flat/Villa in their upcoming projects at
Faridabad and they are ready to allot a Flat/Villa to the complainant. However, the principal amount has been
refunded to the complainant by the Company. The matter is listed on May 22, 2008.
2.
Mrs. Sonali Barat has filed consumer complaint No.436/2007 before the Ld. District Consumer Forum, Faridabad
for for payment of Advance Deposit of Rs.3,00,000/- with interest and compensation for mental agony and
harassment as the Company had delayed the project. The Company states that the booking was for a plot in their
upcoming projects and they never assured the same at Faridabad, Haryana. The matter is listed on May 12, 2008.
3.
Mrs. Sudesh Goel has filed consumer complaint No.1098/2007 before the Ld. District Consumer Forum, Delhi for
payment of Advance Deposit of Rs 2,50,000/- with interest and imposition of penalty as the Company had delayed
the project. The Company states that the booking was for a plot in their upcoming projects and they never assured
Triveni Infrastructure Development Company Limited
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the same at Faridabad. However, Copy of DD for the Principal amount plus Interest has been deposited in the
Court. The matter is listed on July 10, 2008.
4.
Mr F.S.Lewis has filed consumer complaint No.550/2007 before the Ld. District Consumer Forum, Delhi for
payment of interest @15%p.a. and imposition of penalty as the Company had not given the interest on refund
amount on cancellation. The Company states that the booking was for a plot in their upcoming projects and they
never assured the same at Faridabad. However, the principal amount has been refunded to the complainant by the
Company. The matter is listed on May 14, 2008.
5.
Mr.S.K.Nemani has filed consumer complaint No.420/2007 before the Ld. District Consumer Forum, Delhi for
payment of interest @ 10%p.a. and imposition of penalty as the Company had not given the interest on refund
amount on cancellation. The Company states that the booking was for a Flat in their upcoming projects at
Faridabad and they are ready to allot a Flat to the complainant. However, the principal amount has been refunded to
the complainant by the Company. The matter is pending and next date is July 16, 2008.
6.
Mrs. Madhu Gupta has filed consumer complaint No.1099/2007 before the Ld. District Consumer Forum, Delhi for
payment of Advance Deposit of Rs.2,50,000/- with interest and imposition of penalty as the Company had delayed
the project. The Company states that the booking was for a plot in their upcoming projects and they never assured
the same at Faridabad. However, Copy of DD for the Principal amount plus Interest has been deposited in the
Court. The matter is pending and next date is July 10, 2008.
7.
Mr. Khem Chand has filed consumer complaint No. 493/2007 before the Ld. District Consumer Forum, Faridabad
for payment of Advance Deposit of Rs.3,50,000/-with interest and imposition of penalty as the Company had
delayed the project. The Company states that the booking was for a plot in their upcoming projects and they never
assured the same at Ghaziabad. The matter is pending and next date is July 11, 2008.
8.
Mrs.Bandana Talukdar has filed consumer complaint No. 602/2007 before the Ld. District Consumer Forum, Delhi
for payment of Advance Deposit of Rs.3,50,000/- with interest and imposition of penalty as the Company had
delayed the project. The Company states that the booking was for a plot in their upcoming projects and they never
assured the same at Faridabad. However, Copy of DD for the Principal amount plus Interest has been deposited in
the Court. The matter has been disposed off on May 05, 2008 and the copy of Order is awaited.
9.
Smt Manpreet Kaur has filed consumer complaint No. 855/2007 before the Ld. District Consumer Forum, Delhi for
payment of interest and replacement of post dated cheque with current date cheque as the Company had not given
the interest on refund amount on cancellation. The Company has yet to file its reply, however (Complainant got
refund of her booking amount of Rs 3,00,000/- by the Company vide Cheque No. 659461, dated 30.4.2008 of Rs
3,75,000/- which includes premium of Rs.75,000/-.The matter is pending and next date is July 07, 2008..
10. Mr.Virender Kr. Kapoor has filed consumer complaint No. 113/2008 before the Ld. District Consumer Forum,
Delhi for refund of deposited amount of Rs.8,25,000/- along with interest and compensation for mental agony and
harassment as the Company had delayed the project. The Company has yet to file its reply, however the Company
had allotted a flat to the complainant and construction is going on in the project. The matter is pending and next
date is May 26, 2008.
11. Mr.Karan Moolchandani has filed consumer complaint No. 178/2008 before the Ld. District Consumer Forum,
Delhi for refund of deposited amount of Rs.7,86,675/- along with 18% interest as the Company had delayed the
project. The Company has yet to file its reply, however the Company had allotted a Villa to the complainant at
Krishna Vatika Project, Varindavan and construction is going on in the project. The matter is pending and next date
is August 18, 2008.
12. Mr.Karan Moolchandani has filed consumer complaint No. 179/2008 before the Ld. District Consumer Forum,
Delhi for refund of deposited amount of Rs.7,86,675/- along with 18% interest as the Company had delayed the
project. The Company has yet to file its reply, however the Company had allotted a Villa to the complainant at
Krishna Vatika Project, Varindavan and construction is going on in the project. The matter is pending and next date
is August 18, 2008.
13. Mr.Raj Kr. Chopra has filed consumer complaint No. 103/2008 before the Ld. District Consumer Forum, Delhi for
payment interest @8%p.a. and compensation for mental agony and harassment as the Company had delayed the
project. The Company has yet to file its reply; however, the principal amount has been refunded to the complainant
by the Company. The matter is pending and next date is July 27, 2008.
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D. Copyright Cases
Copyright Cases against Our Company
1.
EIH Hotels a Group Company of Oberoi Hotel filed Civil Suit being CS (OS) No. 1184 of 2006 before the Hon’ble
High Court of Delhi, for permanent injunction, infringement of Copyright, passing off and damages of
Rs.20,00,000/- on the ground that the architectural structure of the main entry of ‘Triveni Krishna Vatika’- an
upcoming residential township being developed by the Respondents - is complete imitation of the designs of their
hotel ‘Oberoi Rajvilas’ at Jaipur. Our Company states that the design of ‘Oberoi Rajvilas’ is centuries old and not
the creation of the Plaintiff. Hon’ble High Court has granted interim relief in favour of the plaintiff and has directed
the company to not to engage in promotional activities and to maintain status quo regarding title of the property.
The matter is pending and next date is May 14, 2008.
E. Arbitration Case
Arbitration Case against Our Company
1.
Sikand Properties through Romi Sikand had filed Arbitration matter being case No. 72 of 2007 before Sole
Arbitrator Justice R.C.Chopra, (Retd) against our Company interalia claiming its due commission of
Rs.9,11,93,641/-, @7% &10% of the cost of the flat along with 18% interest and litigation cost of Rs.10,00,000/on the ground that as per terms of appointment of claimants as property broker for sale of plot/flat of the project to
be developed by the Respondent Company. As per Company’s stand claimants are not entitled to any commission
since all the commission due has been already paid to them and Company would also file its counter claim against
those bookings which have been cancelled by the customers. The matter is listed on July 28, 2008.
II. The following are the cases preferred by
a.
Our Company:
Civil Cases
1.
Our Company has filed appeal being EA/249/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Pratap Singh challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
2.
Our Company has filed appeal being EA/250/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Satyabir challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
3.
Our Company has filed appeal being EA/248/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Sube Singh challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
4.
Our Company has filed appeal being EA/247/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Shree Chand challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
Triveni Infrastructure Development Company Limited
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5.
Our Company has filed appeal being EA/253/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Bhoop Singh challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
6.
Our Company has filed appeal being EA/258/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Devender challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
7.
Our Company has filed appeal being EA/251/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Lal Singh challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
8.
Our Company has filed appeal being EA/261/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Bhagwan challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
9.
Our Company has filed appeal being EA/255/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Ramjiwan challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
10. Our Company has filed appeal being EA/260/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Diwan Singh challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
11. Our Company has filed appeal being EA/254/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Ram Avtar challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
12. Our Company has filed appeal being EA/256/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Ram Chander challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
Triveni Infrastructure Development Company Limited
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13. Our Company has filed appeal being EA/252/06/07 before Ld. Commissioner, Gurgaon at Rewari against Sh.
Rameshwar Dayal challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour
of our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts
of the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
14. Our Company has filed appeal being EA/259/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Vijay Pal challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
15. Our Company has filed appeal being EA/257/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Jhabber challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
16. Our Company has filed appeal being EA/191/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Rajinder challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of our
Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of the
case and not based on the proper appreciation of the facts on record and not discussed and distinguished. Moreover
Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the Civil Court,
Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending and next date
is June 12, 2008.
17. Our Company has filed appeal being EA/339/06/07 before Ld. Commissioner, Gurgaon camp at Rewari against Sh.
Pawan Kumar challenging the order dated 18.5.2007 passed by Ld. SDO, Rewari whereby Mutations in favour of
our Company have been cancelled, on the grounds that the order dated 18.5.2007 is bad in law, against the facts of
the case and not based on the proper appreciation of the facts on record and not discussed and distinguished.
Moreover Ld. SDO has no power to decide the question in dispute and Civil Suit is already pending before the
Civil Court, Rewari which much higher and appropriated authority for deciding the dispute. The matter is pending
and next date is June 12, 2008.
18. Our Company has filed Civil Suit being CS No. 31/28.1.08 for declaration and permanent injunction before Civil
Court , Faridabad, Haryana against Sh. Tara Chand & others with prayer for restraining the respondents from
interfering into peaceful possession on the suit land situated at Sector-78, Faridabad. The Ld. Court had granted
stay in favour of our Company and restrains the respondents to enter into the suit land and also ordered them not to
disturb the possession of our Company. The matter is pending and next dated May 08, 2008.
Criminal Cases
1.
Our Company has filed 3 separate criminal complaints being CC Nos. 641/1 of 2006, 642/1 of 2006 & 643/1 of
2006 against same person viz. Sh.Pawan Kumar Aggarwal before the Court of MM, Delhi, u/s 138 & 142
Negotiable Instruments Act inter alia alleging that it paid the sum of Rs.11,00,000/- to the accused as advance for
procuring a plot at Moussrie Dehradun road and it was mutually agreed that in the event of non-materialization of
the deal the accused shall pay Rs.22,00,000/-. As the deal was not completed the accused issued three Cheques
amounting Rs.11,00,000/-, Rs.6,00,000/- and Rs.5,00,000/- respectively to the complainant. All the Cheque has
been dishonored and the complainant is seeking payment thereof. The accused is absconding and not appearing
before the Court. The matter is pending and next date is September 18, 2008
2.
Our Company has been filed petition being Criminal Misc. No.53597/M of 2007 before the Hon’ble High Court of
Punjab & Haryana at Chandigarh against Sh. Dharambir u/s 482 Cr.P.C. for quashing of the summoning order
dated 3.11.2006 passed by the Court of CJM, Faridabad in Criminal complaint under section 138 of Negotiable
Instruments Act entitiled Sh. Dharambir singh Vs M/s Triveni Infrastructure Development Company Ltd. on the
Triveni Infrastructure Development Company Limited
Page 169
ground that the entire payment alongwith interest has been made to the respondent and he has accepted the same
without prejudice. The Hon’ble High Court was pleased to issue notice on the petition as well as on stay.
Service Tax Matter
A search and seizure was conducted by Service Tax authorities in March 2006, against which the company filed a
writ petition before Hon’ble High Court of Allahabad under Article 226 of Constitution of India, contesting the
applicability of service tax on the company and challenging the validity of search and seizure conducted by the
authorities in view of its non-applicability on the company. The quantification cannot be done as the service tax
department has not come up with any order with regard to the liability of the company.
Arbitration Proceeding
Our Company has filed Arbitration Petition being Arbitration Petition No. 469 of 2007 against the Global Infocom
in the Hon’ble High Court of Delhi and said Court vide its order dated 18.3.2008 appointed Justice ( Retd.)
B.A.Khan as Sole Arbitrator and the Company has yet to file its Claim Statement. The matter is listed on May 17,
2008 for filing of Claim Statement by the Company.
b.
Our Promoters:
Criminal Cases
1.
Mr Sumit Mittal has filed criminal complaint for recovery of the due amount paid through cheque U/s 138
Negotiable Instruments Act & 420 IPC before the Court of ACJM, Agra against Mr.Suresh for an amount of
Rs.25,00,000/- as advance for procuring a plot. It was mutually agreed that in the event of non-materialization of
the deal the accused shall pay the said amount and so the deal was not completed. NBW has been issued and the
accused is absconding. The case is listed for further proceedings.
2.
Mr Madhur Mittal has filed criminal complaint for recovery of the due amount paid through cheque U/s 138
Negotiable Instruments Act & 420 IPC before the Court of ACJM, Agra against Mr.Krishna Chandra Mishra for an
amount of Rs.15,00,000/- as advance for procuring a plot. It was mutually agreed that in the event of nonmaterialization of the deal the accused shall pay the said amount and so the deal was not completed. NBW has been
issued. The case is listed for further proceedings.
3.
Mr Madhur Mittal has filed criminal complaint for recovery of the due amount paid through cheque U/s 138
Negotiable Instruments Act & 420 IPC before the Court of ACJM, Agra against Mr.Krishna Chandra Mishra for an
amount of Rs.15,00,000/- as advance for procuring a plot. It was mutually agreed that in the event of nonmaterialization of the deal the accused shall pay the said amount and so the deal was not completed. NBW has been
issued. The case is listed for further proceedings.
4.
Mr Madhur Mittal has filed criminal complaint for recovery of the due amount paid through cheque U/s 138
Negotiable Instruments Act & 420 IPC before the Court of ACJM, Agra against Mr.Krishna Chandra Mishra for an
amount of Rs.15,00,000/- as advance for procuring a plot. It was mutually agreed that in the event of nonmaterialization of the deal the accused shall pay the said amount and so the deal was not completed. NBW has been
issued. The case is listed for further proceedings.
Triveni Infrastructure Development Company Limited
Page 170
GOVERNMENT AND OTHER APPROVALS
Company Specific Approvals
Sr.
No.
Date of Approval
Authority granting
Approval
Approval/
registration
number
Applicable
law
Nature of
approval
Validity
1.
03.02.2006
Registrar of
Companies, Delhi and
Haryana
55-145830
Companies
Act, 1956
Registration
Continuing
2.
21.02.2006
Registrar of
Companies, Delhi and
Haryana
55-145830
Companies
Act, 1956
Registration
Continuing
3.
Commissioner of Income Tax, Delhi
AACCT3870A
Income Tax
Act, 1961
Permanent
Account Number
4.
Commissioner of Income Tax, Delhi
DELT06610C
Income Tax
Act, 1961
Tax Payers’
Account Number
5.
11.12.2007
Kvalitet Veritas
Quality Assurance
NS-EN ISO
14001:2004
N.A.
ISO certificate for
Real Estate
Developers &
Promoters
10.12.2010
6.
12.02.2008
Jt. Director General of
Foreign Trade,
New Delhi
0507082630
Ministry of
Commerce
Importer-Exporter
Code (IEC)
Continuing
7.
20.02.2008
w.e.f.16.01.2008
Excise and Taxation
Officer cum
Assessing Authority,
Faridabad (E)
06221220773
Haryana Value
Added Tax
Act, 2003
Tax Identification
Number (TIN)
Continuing
8.
Applied for
Regional Provident
Fund Commissioner,
New Delhi
Awaited
Employees
Provident
Fund Act,
1952
Registration
N.A.
9.
Applied for
Regional Director,
ESIC, New Delhi
Awaited
Employees
State
Insurance Act,
1948
Registration
N.A.
Continuing
Continuing
Project Specific Approvals
Details of License & Approvals for Ongoing Projects:
1. Triveni Galaxy, Sector -78, Faridabad
Sr.
No.
1.
2.
Details of License / Approval
Sanctioning Authority
License for setting up of a Residential
Group Housing Colony at village Faridpur
& Fazupur, Majra Nimka, District
Faridabad
License for setting up of a Residential
Group Housing Colony in favour of RMS
Club & Resorts Pvt. Ltd (a wholly owned
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
Director, Town &
Country Planning
(DTCP), Haryana,
Triveni Infrastructure Development Company Limited
No.
Issue Date
Validity
37/2007
23.1.2007
22.1.2009
38/2007
23.1.2007
22.1.2009
Page 171
3.
4.
5.
6.
7.
8.
9.
subsidiary of the Company) at village
Faridpur, District Faridabad
License for setting up of a Residential
Group Housing Colony in favour of the
Company and its wholly owned
subsidiary, M/s RMS Club & Resorts Pvt.
Ltd at village Faridpur, District Faridabad
Approval of Zoning Plan of Residential
Group Housing Colony under license no
37, 38 & 39 of 2007, in Sector -78,
Faridabad
Approval of Building Plan of Residential
Group Housing Colony under license no
37, 38 & 39 of 2007, in Sector -78,
Faridabad
Approval of Fire Fighting Scheme for Fire
Safety of Triveni Galaxy Group Housing
Colony, Sector -78, Faridabad
Consent to establish from pollution angle
under Water/Air Acts for construction of
Residential Group Housing colony at
village Faridpur & Fazupur Majra Nimka,
Sector – 78, District Faridabad
No Objection Certificate – for height
clearance for construction of Residential
Group Housing colony at village Faridpur
& Fazupur Majra Nimka, Sector – 78,
District Faridabad
Environmental Clearance for construction
of Residential Group Housing colony at
Sector – 78, Faridabad
Chandigarh
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
39/2007
23.1.2007
22.1.2009
11904
04.05.2007
NA
29257
21.11.2007
FA/2008/
4213
28.1.2008
2yrs / 5 yrs
(depending
upon the
height)
NA
HSPCB/2
007 TACA / 738
20.12.2007
NA
Airports Authority of
India, New Delhi
AAI/NOC
/2007/481
824-26
24.07.2007
3 years
Ministry of
Environment and
Forests, New Delhi
21601/2007
– IA - III
04.04.2008
NA
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
Director, Urban Local
Bodies, Haryana,
Chandigarh
Haryana State Pollution
Control Board,
Punchkula
Approvals to be obtained:Our company would be required to obtain approvals including no objection certificates from relevant authorities such as the
fire departments, completion certificate from the competent government authority at the appropriate stage of the project and
a periodic renewal of approvals on expiry.
2. Triveni Signature, Sector -89, Faridabad
Sr.
No.
1.
2.
3.
4
Details of License / Approval
Sanctioning Authority
License for setting up of a Residential
Group Housing Colony at village
Tikkawali, District Faridabad, in favour
of M/s Triveni-Ferrous Infrastructure Pvt.
Ltd., a Joint venture Company
License for setting up of a Residential
Group Housing Colony at village
Tikkawali, District Faridabad, in favour
of Mr. Sumit Mittal
License for setting up of a Residential
Group Housing Colony at village
Tikkawali, District Faridabad, in favour
of Triveni-Ferrous Infrastructure Pvt
Ltd, a Joint venture Company and
Ferrous Alloy Forgings Pvt Ltd
Approval of Zoning Plan of Residential
Group Housing Colony under license no
34, 35 & 36 of 2007, in Sector -89,
Faridabad, in favour of Triveni-Ferrous
Infrastructure Pvt Ltd, a Joint venture
Triveni Infrastructure Development Company Limited
No.
Issue Date
Validity
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
34/2007
23.01.2007
22.01.2009
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
35/2007
23.01.2007
22.01.2009
36/2007
23.01.2007
22.01.2009
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
13091
23.05.2007
5 years
Page 172
5.
6.
7.
8.
Company
Approval of Building Plan of Residential
Group Housing Colony under license no
34, 35 & 36 of 2007, in Sector -89,
Faridabad, in favour of Triveni-Ferrous
Infrastructure Pvt Ltd, a Joint venture
Company
Consent to establish from pollution angle
under Water/Air Acts, for construction of
Residential Group Housing colony at Vill
Tikkawali, Faridabad in favour of
Triveni-Ferrous Infrastructure Pvt Ltd, a
Joint venture Company
Environmental
Clearance
for
construction of Residential Group
Housing colony at Vill Tikkawali,
Faridabad in favour of Triveni-Ferrous
Infrastructure Pvt Ltd, a Joint venture
Company
No Objection Certificate - for height
clearance for construction of Residential
Group Housing colony at village
Tikawali,, Sector – 89, District Faridabad
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
5869
29.02.2008
2yrs / 5 yrs
(depending
upon the
height)
Haryana State Pollution
Control Board,
Punchkula
HSPCB/2
007
TAC-A /
645
16.11.2007
NA
Ministry of Environment
and Forests, New Delhi
21-931
/2007 –
IA – III
01.04.2008
NA
AAI/NO
C/2008/1
7/122-23
29.01.2008
3 years
Airports Authority of
India, New Delhi
Approvals to be obtained:Our company would be required to obtain approvals including approval of fire fighting scheme, no objection certificates
from relevant authorities such as the fire departments, completion certificate from the competent government authority at the
appropriate stage of the project and a periodic renewal of approvals on expiry.
3. Triveni Signature Extention, Sector 89, Faridabad
Sr.
No.
1.
Details of License / Approval
‘Letter of Intent’ for setting up of
Residential Group Housing Colony at
village Riwaspur & Bhupani in Sector –
89, Faridabad, in favour of M/s TriveniFerrous Infrastructure Pvt. Ltd., a Joint
venture Company, Ferrous Infrastructure
Pvt. Ltd., Ferrous Alloys Forgings Pvt.
Ltd. and Shri Sumit Mittal, Director
Sanctioning Authority
Director, Town &
Country Planning
(DTCP), Haryana,
Chandigarh
No.
5DP(II)
–
2007/ 18983
Issue Date
Validity
31.1.2008
30 days
Approvals to be obtained:Our company would be required to obtain approvals including license for setting up of Group Housing Colony, Zoning plan
approval of the Group Housing Scheme, approval of Building Plan of Group Housing Scheme, approval of fire fighting
scheme, no objection certificates from relevant authorities such as the fire departments, Airport Authority of India,
Environmental consent under notification no. S. O 1533 of September 14, 2006 by the Ministry of Environment and Forest,
Government of India and other applicable regulations, The Haryana State Pollution Control Board, completion certificate
from the competent government authority at the appropriate stage of the project and a periodic renewal of approvals on
expiry.
4. Triveni Heights, NH-24, Village Mehrauli, Ghaziabad
Sr.
No.
1.
Details of License / Approval
Map Sanction Letter for Group Housing
Colony on Khasra No. 924, 933, 934 & 961,
Village Mehrauli, Ghaziabad, in favour of
the Company and RMS Club & Resorts Pvt
Ltd, a wholly owned subsidiary of the
Company.
Triveni Infrastructure Development Company Limited
Sanctioning
Authority
Ghaziabad
Development
Authority
No.
833/584/EHA/GH/
2006-07
Issue Date
29.05.2007
Validity
28.05.2012
Page 173
2.
Approval of Fire Fighting Scheme for Fire
Safety in favour of the Company and RMS
Club & Resorts Pvt Ltd, a wholly owned
subsidiary of the Company.
Fire Safety
Officer,
Ghaziabad
2/FSG/16/2006
12.10.2006`
NA
Approvals to be obtained:Our company would be required to obtain no objection certificates from relevant authorities such as Fire Department,
Airport Authority of India, The U.P. Pollution Control Board, completion certificate from the competent government
authority at the appropriate stage of the project and a periodic renewal of approvals on expiry.
5. Triveni Krishna Vatika, Mathura
Sr.
No.
1.
2.
3.
Details of License / Approval
‘Sanction Letter’ for setting up of
Residential Colony at village Mauja Jait,
District Mathura, in favour of Sh Ram
Kishan Aggarwal
Approval of Map of Residential Colony at
village Mauja Jait, District Mathura, in
favour of Shri Ram Kishan Aggarwal
NOC from UP Pollution Control Board,
Lucknow for setting up Residential colony
at village Mauja Jait, District Mathura
Sanctioning
Authority
Mathura Vrindavan
Development
Authority, Mathura
Mathura Vrindavan
Development
Authority, Mathura
U.P. Pollution Control
Board, Lucknow
No.
Issue Date
Validity
20/K-0506
30.11.2005
NA
Map No
20/K-0506
F19163/
C-4/415
/NOC
/2007
06.12.2005
05.12.2010
27.06.2007
NA
Approvals to be obtained:Our company would be required to obtain approvals including approval of fire fighting scheme, no objection certificates
from relevant authorities such as the fire departments, Completion certificate from the competent government authority at
the appropriate stage of the project and a periodic renewal of approvals on expiry.
6. Triveni Gymkhana Club, Agra
Sr No.
1.
Details of License / Approval
Approved Map
Sanctioning Authority
Block Development Officer (BDO), Farah, District
Mathura.
Approvals to be obtained:Our company would be required to obtain such approvals as are applicable to clubs/hotels including no objection certificates
from relevant authorities, viz. Fire Department, The U.P. Pollution Control Board and completion certificate from the
competent government authority at the appropriate stage and a periodic renewal of approvals on expiry.
Details of License & Approvals applied for Proposed Projects:
Residential Projects:
1.
Application filed with DTCP, Haryana, Chandigarh
• License for setting up Cyber City (Integrated Township) at Sector 78, Faridabad
• License for setting up of Group Housing and IT Park at Village Sihi & Mujaidi, Sector 70, Faridabad in the name of
Triveni-Ferrous Infrastructure Pvt Ltd and Minu’s Collection Pvt Ltd, associate companies
• License for setting up of Group Housing colony at Village Sihi, Sector 70, Faridabad in the name of Minu’s
Collection Pvt Ltd, associate companies
• License for setting up of Group Housing at Rewari, Haryana
• License for setting up of Group Housing at Dharuhera, Haryana
• License for setting up of Group Housing Project – Sector 113, Gurgaon, Haryana
2.
Application filed with Ghaziabad Development Authority
• License for setting up of Commercial Complex at NH-58 Vill. Morta Ghaziabad
Triveni Infrastructure Development Company Limited
Page 174
3.
Application filed with Agra Development Authority
• License for setting up of residential plotted township at Shamsabad, Agra
Commercial Projects:
Application filed with DTCP, Haryana, Chandigarh
• License for setting up of Commercial Complex at Sector 78, Faridabad for area 3.83 acres
• License for setting up of Commercial Complex at Sector 78, Faridabad for area 3.33 acres
• License for setting up of Commercial Complex at Sector 78, Faridabad for area 3.01 acres
• License for setting up of Commercial Complex at Sector 89, Faridabad for area 3.00 acres
• License for setting up of Commercial Complex at Sector 89, Faridabad for area 3.00 acres
• License for setting up of Commercial Complex at Sector 89, Faridabad for area 2.26 acres
Besides, we are planning to make applications for obtaining licenses / approvals for commercial projects at Sikandra
Bahistabad, Agra and Greater Noida having areas admeasuring 2.52 acres and 1.20 acres respectively.
Approvals to be applied for:For each of the aforementioned projects, after receipt of the licenses / approvals applied for, we need to obtain further
requisite approvals including zoning plan approval, approval of Building Plan, approval of fire fighting scheme, no objection
certificates from relevant authorities such as the fire departments, Airport Authority of India, Environmental consent under
notification no. S. O 1533 of September 14, 2006 by the Ministry of Environment and Forest, Government of India and
other applicable regulations, respective State Pollution Control Board, completion certificate from the competent
government authorities at the appropriate stage of the project and periodic renewal of approvals on expiry.
Intellectual Property
Trade Marks Act, 1999
Applications for registration of logo in its unique style as its Trade Mark / Service Mark to provide its services under the
classes 37 & 38 of Trade Marks Act, has been made by the Company and the Application Number has been allotted by the
Department. The details of such Trade Marks and Service marks are as under:
Service Marks applications made by the Company:
Sr.
No.
Service Mark
Classes
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
TRIVENI
TRIVENI REDEFINE YOUR NEEDS
TRIVENI SIGNATURE
TRIVENI HEIGHTS
TRIVENI PARADISE
TRIVENI CASTLE
TRIVENI RANGOLI
TRIVENI ORCHID TOWERS
TRIVENI ROYAL FARMS
TRIVENI GALAXY
37
37
37
37
37
37
37
37
37
37
Date of
Allotment of
Application No.
07.08.2007
07.08.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
27.02.2007
05.03.2007
Application
Number Allotted
01887699
01587704
01534724
01534725
01534726
01534727
01534728
01534729
01534730
01536773
Trade Marks applications made by the firm, Triveni Infrastructure Development Company, before incorporation of the
Company:
Sr.
No.
1.
2.
3.
4.
Service Mark
TRIVENI CITY
TRIVENI KRISHNA VATIKA
TIDCO
TRIVENI
Classes
37
37
37
37
Date of
Allotment of
Application No.
14.11.2005
14.11.2005
01.02.2006
01.02.2006
Application
Number
Allotted
01398530
01398531
01418137
01418138
Trade
Mark
Journal No.
1378
1378
*
1378
Advt. in
Journal
Dated
16.10.2007
16.10.2007
*
16.10.2007
*Ordered to be advertised in the Trade Marks Journal
Triveni Infrastructure Development Company Limited
Page 175
Note: We have made aforesaid applications for registration of our name and logo in its unique style as its Trade Mark / Service Mark.
However, pending such approval we will continue using the aforesaid name and logo which has been in usage in our normal course of
business since inception for our company, subsidiaries, associates and promoter group entities as disclosed in this Draft Red Herring
Prospectus and these names and logos does not represent with any other group/entities not mentioned herein.
Authorisation to allow the company to purchase one or more purchase order under the Microsoft Open License
program. License authorization number is 62106066ZZS0905 valid upto May 31, 2009
Triveni Infrastructure Development Company Limited
Page 176
SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
Our Board of Directors at its meeting held on February 29, 2008, authorised the Issue, subject to the approval of the
shareholders of our Company under Section 81 (1A) of the Companies Act. Our shareholders have authorised the Issue vide
a special resolution adopted pursuant to Section 81 (1A) of the Companies Act, passed at the Extra-ordinary General
Meeting held on March 26, 2008.
We have also obtained all necessary contractual approvals required for this Issue. For further details, please refer to
“Government/Statutory and Other Business Approvals” beginning on page [●] of this Draft Red Herring Prospectus.
Prohibition by SEBI
Our Company, our Directors, our Promoter, our Group Companies, associates of our Group Companies and other companies
promoted by our Promoter and companies with which our Company’s Directors are associated as promoters/directors have
not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI.
Neither we nor our Promoter, relatives of our Promoter, Promoter Group entities, our associate companies have been
detained as wilful defaulters by the RBI or government authorities and there has been no violation of any securities laws
committed by any of them in the past and there are no such proceedings pending against them.
Further, we have never applied, and hence never been refused listing of our Equity Shares at any time by any stock exchange
in India
Eligibility for the Issue
We are eligible for the Issue as per Clause 2.2.2 of the SEBI Guidelines. Clause 2.2.2 of the SEBI Guidelines states as
follows:
“2.2.2 An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make an initial public
offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later
date, only if it meets both the conditions (a) and (b) given below:
(a) (i)
The Issue is made through the book-building process, with at least 50% of the Issue to the Public being
allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be
refunded.
Or
(a)(ii)
The “project” has at least 15% participation by Financial Institutions/ Scheduled Commercial Banks, of
which at least 10% comes from the appraiser(s). In addition to this, at least 10% of the Issue size shall be
allotted to QIBs, failing which the full subscription monies shall be refunded
And
(b) (i)
The minimum post-Issue face value capital of the company shall be Rs. 10 crores.
Or
(b) (ii)
There shall be a compulsory market-making for at least 2 years from the date of listing of the shares, subject
to the following:
(a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300 shares;
(b) Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and
purchase) for their quotes shall not at any time exceed 10%;
(c) The inventory of the market makers on each of such stock exchanges, as of the date of allotment of
securities, shall be at least 5% of the proposed Issue of the company.)”
Triveni Infrastructure Development Company Limited
Page 177
We are an unlisted company not complying with the conditions specified in Clause 2.2.1 of the SEBI Guidelines and are
therefore required to meet both the conditions detailed in clause 2.2.2(a) and clause 2.2.2(b) of the SEBI Guidelines.
•
We are complying with Clause 2.2.2(a)(i) of the SEBI Guidelines and at least 60% of the Issue is proposed to be
allotted to QIBs (in order to comply with the requirements of Rule 19(2)(b) of the SCRR) and in the event the
Company fails to do so, the full subscription monies shall be refunded to the Bidders.
•
We are complying with the second proviso to Clause 11.3.5 (i) of the SEBI Guidelines and Non-Institutional
Bidders and Retail Individual Bidders will be allocated up to 10% and 30% of the Issue to the Public respectively.
•
We are complying with the minimum issuance of 2,000,000 Equity Shares (excluding reservations, firm allotments
and promoters contribution) to the public;
•
We are complying with the minimum Issue size, which is the Issue Price multiplied by the number of Equity Shares
issued to the public, of Rs. 1,000 million; and
•
We are also complying with Clause 2.2.2 (b) (i) of the SEBI Guidelines and the Post-Issue face value capital of the
Company shall be Rs. 40.75 million, which is more than the minimum requirement of Rs. 10 crore (Rs. 100
million).
Hence, we are eligible for the Issue under Clause 2.2.2 of the SEBI Guidelines and Rule 19(2)(b) of the SCRR.
Further, in accordance with Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of prospective allottees to
whom the Equity Shares will be allotted in the Issue shall not be less than 1,000 failing which the entire application monies
will be refunded forthwith. In case of delay, if any, in refund, our Company shall pay interest on the application money at the
rate of 15% per annum for the period of delay.
Disclaimer Clause
AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI.
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS
BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO
BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, INDIA INFOLINE LIMITED
HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR
PROTECTION) GUIDELINES, 2000 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGERS
ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING
LEAD MANAGERS INDIA INFOLINE LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED [●] IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS,
1992, WHICH READS AS FOLLOWS:
1.
“WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION
LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC.
AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE IN
CONNECTION WITH THE FINALISATION OF THIS DRAFT RED HERRING PROSPECTUS
PERTAINING TO THE SAID ISSUE;
2.
ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF
THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PROJECTED PROFITABILITY,
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PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE
ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:
a.
b.
c.
THIS DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY
WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE 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
THE DISCLOSURES MADE IN THIS 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 ISSUE AND SUCH DISCLOSURES
ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE
SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AND OTHER
APPLICABLE LEGAL REQUIREMENTS
3.
WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THIS
DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE
SUCH REGISTRATIONS ARE VALID;
4.
WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL
THEIR UNDERWRITING COMMITMENTS.
5.
WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO
LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF THE 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 THIS DRAFT RED HERRING PROSPECTUS.
6.
WE CERTIFY THAT CLAUSE 4.6 OF THE SEBI (DISCLOSURE AND INVESTOR PROTECTION)
GUIDELINES, 2000, WHICH RELATES TO SECURITIES INELIGIBLE FOR COMPUTATION OF
PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE DRAFT
PROSPECTUS.
7.
WE UNDERTAKE THAT CLAUSES 4.9.1, 4.9.2, 4.9.3 AND 4.9.4 OF THE SEBI (DISCLOSURE AND
INVESTOR PROTECTION) GUIDELINES, 2000 SHALL BE COMPLIED WITH. WE CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION AND
SUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY
BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO
THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL
BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE
RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.
8.
WHERE THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT APPLICABLE TO THE
ISSUEER, WE CERTIFY THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION UNDER
CLAUSE 4.10 {SUB-CLAUSE (A), (B) OR (C), AS MAY BE APPLICABLE} ARE NOT APPLICABLE TO
THE ISSUEER.
9.
WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUEER FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN
THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF
THE ISSUEER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW
ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
10. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS
PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956 AND THAT SUCH
MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED
FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER
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CONFIRM THAT THE AGREEMENT TO BE ENTERED INTO BETWEEN THE BANKERS TO THE
ISSUE AND THE ISSUEER SPECIFICALLY WILL CONTAIN THIS CONDITION.
11. WE CERTIFY THAT NO PAYMENT IN THE NATURE OF DISCOUNT, COMMISSION, ALLOWANCE
OR OTHERWISE SHALL BE MADE BY THE ISSUEER OR THE PROMOTERS, DIRECTLY OR
INDIRECTLY, TO ANY PERSON WHO RECEIVES SECURITIES BY WAY OF FIRM ALLOTMENT
IN THE ISSUE.
12. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN
DEMAT OR PHYSICAL MODE.
13. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED
HERRING PROSPECTUS:
a.
b.
AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE
ONLY ONE DENOMINATION FOR THE SHARES OF THE COMPANY AND
AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI FROM TIME TO
TIME.”
ALL LEGAL REQUIREMENTS PERTAINING TO THE ISSUE WILL BE COMPLIED WITH AT THE TIME
OF FILING OF THE RED HERRING PROSPECTUS WITH THE REGISTRAR OF COMPANIES, WEST
BENGAL IN TERMS OF SECTIONS 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT, 1956.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES IN THE NATURE OF LIABILITIES UNDER SECTION 63 AND
SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH
THE BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED
HERRING PROSPECTUS.”
General Disclaimer
Investors that bid in the Issue will be required to confirm and will be deemed to have represented to our Company, the
BRLM & the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell,
pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines
and approvals to acquire Equity Shares. Our Company, BRLM and the Underwriters and their respective directors, officers,
agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor
is eligible to acquire Equity Shares of the Company.
We, our Directors and the BRLM accept no responsibility for statements made otherwise than in this Draft Red Herring
Prospectus or in any 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, including our website, www.triveni.net, would be doing so at
his or her own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Memorandum of Understanding entered
into among the BRLM, and us dated April 14, 2008 and the Underwriting Agreement to be entered into among the
Underwriter and us.
All information shall be made available by our Company and the BRLM 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 or elsewhere.
Neither the Company nor the Syndicate shall be liable to the Bidders for any failure in downloading the Bids due to faults in
any software/hardware system or otherwise.
Caution
Investors bid in the Issue will be required to confirm and will be deemed to have represented to our Company and the
Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or
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transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares. Our Company and the Underwriters and their respective directors, officers, agents,
affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire Equity Shares.
Disclaimer in Respect of Jurisdiction
This Issue 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), or Trusts under the applicable trust law and who are authorised under their
constitution to hold and invest in shares, venture capital funds registered with SEBI, insurance companies registered with
Insurance and Regulatory Development Authority, provident funds (subject to applicable law) with minimum corpus of Rs.
250 million and pension funds with minimum corpus of Rs. 250 million, and to permitted non residents including FIIs,
eligible NRIs, multilateral and bilateral development financial institutions, foreign venture capital investors registered with
SEBI and eligible foreign investors provided they are eligible under all applicable laws and regulations to hold Equity
Shares of the Company. The Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to
subscribe to or purchase Equity 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 the Draft Red Herring Prospectus comes is
required to inform himself or herself about and to observe, any such restrictions. Any dispute arising out of this Issue will be
subject to the jurisdiction of appropriate court(s) in Delhi, India 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. 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.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”)
or any state securities laws in the United States and may not be Issueed or sold within the United States or to, or for the
account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the
Equity Shares are only being Issueed and sold outside the United States to certain persons in offshore transactions in
compliance with Regulation S under the Securities Act. The Equity Shares have not been and will not be registered, listed
or otherwise qualified in any other jurisdiction outside India and may not be Issueed or sold, and Bids may not be made
by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Further, each Bidder where required agrees that such Bidder will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.
Disclaimer Clause of the BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the BSE. The BSE has vide its letter dated
[●], given permission to our Company to use the BSE’s name in this Draft Red Herring Prospectus as one of the stock
exchanges on which our Company’s securities are proposed to be listed. The BSE has scrutinised this Draft Red Herring
Prospectus for its limited internal purpose of deciding whether to grant such permission to our 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 our Company’s securities will be listed or will continue to be listed on the BSE; or
(iii)
take any responsibility for the financial or other soundness of our Company, its Promoters, its management or any
scheme or project of our 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
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so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the 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.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The NSE has vide its letter dated
[●], given permission to our Company to use the NSE’s name in this Draft Red Herring Prospectus as one of the stock
exchanges on which our Company’s securities are proposed to be listed. The NSE has scrutinised this Draft Red Herring
Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to our Company. It
is to be distinctly understood that the aforesaid permission given by the NSE should not in any way be deemed or construed
that this Draft Red Herring Prospectus has been cleared or approved by the 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 our 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 our Company, its Promoters, its management or any scheme or project of our Company.
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 the NSE 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.
Filing
A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, SEBI Bhavan,
Plot No. C-4A, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.
A copy of the Red Herring Prospectus required to be filed under Section 60 and Section 60B of the Companies Act would be
delivered for registration with Registrar of Companies, NCT of Delhi and Haryana, New Delhi.
A copy of the Red Herring Prospectus along with the documents required to be filed under section 60B of the Companies
Act would be delivered for registration to the RoC, NCT of Delhi and Haryana, New Delhi, 4th Floor, IFCI Tower, 61,
Nehru Place, New Delhi- 110019, atleast 3 (three) days before the issue opening date. The final Prospectus would be filed
with the Corporate Finance Department of SEBI and the RoC at the respective aforesaid addresses upon closure of the issue
and on finalization of the Issue Price.
Listing
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be lsited on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited. Applications have been made to the BSE and the NSE
for permission to deal in and for an official quotation of our Equity Shares. In-principle approval for listing of the equity
shares of the Company from BSE; and NSE have been received vide their letters dated [•], and [•] respectively.
[●] shall be the Designated Stock Exchange with which the basis of allotment will be finalized for the QIB, NonInstitutional portion and Retail portion.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by BSE and NSE, our Company
shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Draft Red Herring
Prospectus. If such money is not repaid within eight days after our Company becomes liable to repay it (i.e., from the date
of refusal or within 15 days from the date of Bid/Issue Closing Date, whichever is earlier), then our Company and every
Directors of the Company who is an officer in default shall, on and from expiry of 8 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.
Our Company with the assistance of the BRLM shall ensure that all steps for the completion of the necessary formalities for
listing and commencement of trading at the Stock Exchanges mentioned above are taken within seven working days of
finalisation of the basis of allotment for this Issue.
Impersonation
Attention of the Bidders 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:
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(a) makes in a fictitious name, a Bid 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.”
Consents
Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, the Auditors, the Legal Advisors,
the Bankers to our Company, and (b) the Book Running Lead Managers, the Syndicate Members, the Escrow Collection
Bankers and the Registrar to the Issue to act in their respective capacities, have been obtained and would be filed along with
a copy of the Red Herring Prospectus with the RoC, NCT of Delhi and Haryana as required under Sections 60 and 60B of
the Companies Act and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus for
registration with the RoC, NCT of Delhi and Haryana
M/s. M. Mohan & Co. Chartered Accountants, our Auditors have given their written consent vide their letter May 05, 2008
to the inclusion of their Tax Benefits accruing to our Company and it’s members in the form and context in which it appears
in this Draft Red Herring Prospectus and such consent and report shall not been withdrawn up to the time of delivery of the
Red Herring Prospectus for registration with the RoC.
M/s. M. Mohan & Co., Chartered Accountants, our Auditors have given their written consent vide their letter May 05,
2008 to the inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus and
such consent and report shall not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration
with the RoC, NCT of Delhi and Haryana.
Undertaking from our Promoter and Directors
Our Company accepts full responsibility for the accuracy of the information given in this Draft Red Herring Prospectus and
confirms that to the best of their knowledge and belief, there are no other facts, their omission of which make any statement
in the Draft Red Herring Prospectus misleading and they further confirm that they have made all reasonable inquiries to
ascertain such facts. Our Company further declares that the Stock Exchanges to which an application for official quotation is
proposed to be made do not take any responsibility for the financial soundness of the Issue or for the price at which the
Equity Shares are offered or for the correctness of the statement made or opinions expressed in the Draft Red Herring
Prospectus. The Promoters/Directors declare and confirm that no information/material likely to have a bearing on the
decision of investors in respect of the Equity Shares offered in terms of the Draft Red Herring Prospectus has been
suppressed, withheld and/or incorporated in the manner that would amount to misstatement, misrepresentation and in the
event of its transpiring at any point of time till allotment/refund, as the case may be, that any information/material has been
suppressed /withheld and/or amounts to a misstatement/ misrepresentation, the Promoters/ Directors undertake to refund the
entire application monies to all the subscribers within 7 days thereafter without prejudice to the provisions of Section 63 of
the Companies Act.
Expert Opinion
Except the report of [●] in respect of the IPO grading of this Issue annexed herewith and except as stated in this Draft Red
Herring Prospectus, we have not obtained any expert opinions.
Issue Related Expenses
The expenses of this Issue includes, among others, underwriting and management fees, selling commission, printing and
distribution expenses, legal fees, statutory advertisement expenses and listing fees. The total expenses of the Issue are
estimated to be approximately Rs. [•] million. The estimated expenses of the Issue are as follows:
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Activity
Expense
(Rs. in Millions)*
Lead management, underwriting and selling
commission
Advertisement & Marketing expenses
Printing, stationery including transportation of
the same
Others (Legal Advisor Fees, Registrar’s Fee,
IPO Grading Expenses etc.)
Total estimated Issue expenses
[•]
As a % of Total
Issue Expenses*
[•]
As a % of Total
Issue Size*
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
[•]
* Will be incorporated after finalisation of Issue Price and prior to filing Prospectus with RoC
Details of Fees Payable
Fees Payable to the Book Running Lead Managers and Syndicate Members
The total fees payable to the Book Running Lead Manager and Syndicate Member (including underwriting commission and
selling commission) will be as as per the respective Engagement Letter dated October 13, 2007 entered into between the
BRLM and our Company and as stated in the Memorandum of Understandings signed among the BRLM and our Company,
a copy of which is available for inspection at the Registered Office of our Company.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue for processing of application, data entry, printing of CAN/refund order,
preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Memorandum of
Understanding signed among the Registrar and our Company dated February 08, 2008, a copy of which is available for
inspection at the Registered Office of our Company.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty
and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund
orders or allotment advice by registered post/speed post/under certificate of posting.
Fees Payable to Others
The total fees payable to the Legal Advisor, Auditor etc. will be as per the terms of their respective engagement letters.
Particulars regarding Public or Rights during the Last Five Years
Our Company has not made any previous rights and public issues in India or abroad in the five years preceding the date of
this Draft Red Herring Prospectus.
Underwriting commission, brokerage and selling commission on Previous Issues
Since this is an Initial Public Offer of our Company, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since our inception.
Previous issues of shares otherwise than for cash
Except as stated in the section entitled “Capital Structure” on page [•] of this Draft Red Herring Prospectus of this Draft Red
Herring Prospectus, the Company has not issued any Equity Shares for consideration otherwise than cash.
Companies under the Same Management
Our Company do not have any other Company under the same management within the meaning of Section 370 (1B) of the
Companies Act, 1956 which had made any capital issue during the last three years.
Promise v/s Performance
Our Company nor any Group or associate companies have made any previous public and right issues.
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Listed Ventures of Promoters
Our Promoters do not have any listed ventures.
Outstanding Debentures, Bonds or Preference Shares
Our Company does not have any outstanding debentures, bonds or redeemable Preference Shares as of the date of the Draft
Red Herring Prospectus.
Option to Subscribe
Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in Dematerialized Form only.
Stock Market Data for Our Equity Shares
This being an Initial Public Offer of our Company, the Equity Shares of our Company are not listed on any stock exchange.
Other Disclosures
Except as disclosed in the Notes to Capital Structure in the section titled “Capital Structure” beginning at page [•] of this
Draft Red Herring Prospectus, our Promoters, our Promoter group, or our Directors have not purchased or sold any
securities of the Company during a period of six months preceding the date on which this Draft Red Herring Prospectus is
filed with SEBI.
Mechanism for Redressal of Investor Grievances
The Memorandum of Understanding between the Registrar to the this Issue and our Company will provide for retention of
records with the Registrar to the Issue for a period of at least one year from the last date of despatch of the letters of
allotment, demat credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their
grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre
where the application was submitted.
Disposal of Investor Grievances
Our Company estimate that the average time required by us or the Registrar for the redressal of routine investor grievances
shall be seven days from the date of receipt of the complaint. In case of non-routine complaints and complaints where
external agencies are involved, we will seek to redress these complaints as expeditiously as possible.
Our Board in the meeting held on February 05, 2008 constituted the Shareholders’/Investors’ Grievance Committee
consisting of the following:
Mr. Ramesh Chandra
Mr. Manoj Kumar Gupta
Mr. Anil Kumar Chaddha
Mr. Madhur Mittal
Chairman
Member
Member
Member
Independent Director
Independent Director
Independent Director
Executive Director
The Committee is authorised to primarily maintain a close watch on the investor’s complaints and take steps to resolve the
same to the satisfaction of the investors. All complainants/ requests received from the shareholders are attended
expeditiously within 30 days from the date of receipt.
We have appointed Mr. Pradeep Kumar Sahoo, Company Secretary as the Compliance Officer for this Issue and he may be
contacted in case of any Issue related problems. He can be contacted at the following address:
Triveni Infrastructure Development Company Ltd.
7th Floor, Eros Corporate Tower,
Nehru Place, New Delhi – 110019,
Tel: +91-11- 42229999,
Fax:+91-11- 42229900,
E-mail: ipo@triveni.net
Triveni Infrastructure Development Company Limited
Page 185
Investors may contact him in case of any Issue problems.
Change in Statutory Auditors
There have been no changes in the in the auditors of our Company since inception.
Capitalization of Reserves or Profits
Except as stated in “Capital Structure”, our Company has not capitalised its reserves or profits at any time since inception.
For details on capitalisation of reserves and profits please refer to “Capital Structure” beginning on page [] of the Draft
Red Herring Prospectus
Revaluation of Assets
Our Company has not revalued our assets since incorporation.
Triveni Infrastructure Development Company Limited
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SECTION VIII – ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares now being issued are subject to the provisions of the Companies Act, the Memorandum and Articles of
Association of our Company, if any, the terms of the Red Herring Prospectus, Bid-cum-Application Form, the Revision
Form, the Confirmation of Allocation Note (“CAN”) and other terms and conditions as may be incorporated in the
allotment advice, and other documents/ certificates that may be executed in respect of the Equity Shares. Further to the
above, the Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the
issue of capital and listing and trading of securities issued from time to time by SEBI, Government of India, Stock
Exchanges, the Reserve Bank of India, ROC and/or other authorities, as in force on the date of the Issue and to the extent
applicable.
Authority for the Issue
Our Board of Directors at its meeting held on February 29, 2008, authorised the Issue, subject to the approval of the
shareholders of our Company under Section 81 (1A) of the Companies Act. Our shareholders have authorised the Issue vide
a special resolution adopted pursuant to Section 81 (1A) of the Companies Act, passed at the Annual General Meeting held
on March 26, 2008.
We have also obtained all necessary contractual approvals required for this Issue. For further details, please refer to
“Government/Statutory and Other Business Approvals” beginning on page [●] of the Draft Red Herring Prospectus.
Ranking of Equity Shares
The Equity Shares to be issued shall, subject to the Memorandum and Articles of Association of our Company, rank pari
passu in all respects with the other existing Equity Shares of our Company in all respects including rights in respect of
dividend. The Allottees will be entitled to dividend, voting rights or any other corporate benefits, if any, declared by us after
the date of allotment. Please refer to the “Main Provisions of Articles of Association of Our Company” beginning on page
[●] of the Draft Red Herring Prospectus for a description of the Articles of Association.
Mode of payment of Dividend
The declaration and payment of dividend will be as per the provisions of the Companies Act and recommended by the
Board of Directors and the shareholders at their discretion, and will depend on a number of factors, including but not limited
to earnings, capital requirements and overall financial condition of our Company.
Face Value and Issue Price
The Equity Shares with a face value of Rs. 10/- each are being issued in terms of this Draft Red Herring Prospectus at a
price band of Rs. [●] to Rs. [●] per Equity Share. At any given point of time there shall be only one denomination for the
Equity Shares.
The face value of the shares is Rs. 10/- each and the Floor Price is [
] times of the face value and the Cap Price is [
]
times of the face value.
Compliance with SEBI Guidelines
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Prohibition by SEBI
Our Company, our Directors, our Promoters, directors or the person(s) in control of our Promoters, Promoter group
companies, companies in which we have substantial shareholding and companies in which our Directors are associated with
as directors, have not been prohibited from accessing or operating in capital markets under any order or direction passed by
SEBI.
Further, our subsidiaries, directors, Promoters and Promoter group entities have confirmed that they have not been detained
as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed
by them in the past or are pending against them.
Triveni Infrastructure Development Company Limited
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Rights of the Equity Shareholder
Subject to applicable laws, the Equity Shareholders shall have the following rights:
•
•
•
•
•
•
•
Right to receive dividend, if declared;
Right to attend general meetings and exercise voting powers, unless prohibited by law;
Right to vote on a poll either in person or by proxy;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
Right to receive surplus on liquidation;
Right of free transferability; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, 1956, the
terms of the listing agreement executed with the Stock Exchanges, and our Memorandum and Articles.
For a detailed description of the main provisions of our Articles relating to, among other things, voting rights, dividend,
forfeiture and lien, transfer and transmission, see the section titled “Main Provisions of the Articles of Association” on page
[•] of this Draft Red Herring Prospectus.
Market Lot and Trading Lot
In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per the
existing SEBI Guidelines, trading in Equity Shares shall only be in dematerialised form for all investors. Since trading of our
Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment through this Issue will be done only
in electronic form in multiples of one Equity Share subject to a minimum allotment of [•] Equity Shares. For details of
allocation and allotment, please refer to the “Issue Procedure” on page [•] of this Draft Red Herring Prospectus.
Nomination Facility to the Investor
In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder(s), may
nominate any one Person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the
Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A Person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall have the same rights to which he or she would be entitled if he
or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a
nomination to appoint, in the prescribed manner, any Person to become entitled to Equity Share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale/transfer/ alienation of Equity Share(s) by the
Person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be
made only on the prescribed form available on request at the Registered Office of our Company or at the Registrar and
Transfer Agents of our Company.
In the nature of the rights stated in Section 109B of the Companies Act, any person who becomes a nominee in the manner
stated above, shall upon the production of such evidence as may be required by the Board of Directors, elect either:
•
•
to register himself or herself as the holder of the Equity Shares; or
to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board of Directors may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with, within a period of 90 days, the Board of
Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.
Notwithstanding anything stated above, since the allotment in the Issue will be made only in dematerialised mode, there
is no need to make a separate nomination with our Company. Nominations registered with the respective depository
participant of the applicant would prevail. If the investors require to change the nomination, they are requested to inform
their respective depository participant.
Minimum Subscription
If our Company does not receive the minimum subscription of 90% of the Fresh Issue to the public to the extent of the
amount payable on application, including devolvement on Underwriters, if any, within 60 days from the Bid Closing Date,
we shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after our Company
become liable to pay the amount (i.e., 60 days from the Bid Closing Date), our Company pay interest prescribed under
Section 73 of the Companies Act.
Triveni Infrastructure Development Company Limited
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Further in terms of Clause 2.2.2A of the SEBI Guidelines, our Compny shall ensure that the number of prospective allotees
to whom Equity Shares will be allotted will be not less than 1,000. If the number of allottees in the proposed Issue is less
than 1,000 allottees, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond
eight days after our Company become liable to pay the amount (i.e., 60 days from the Bid Closing Date), our Company pay
interest prescribed under Section 73 of the Companies Act.
Further in terms of Rule 19(2) (b) of SCRR, in the event we are not able to allot at least 60% of the Issue to QIBs, we shall
refund the entire application money. If there is a delay beyond eight days after our Company become liable to pay the
amount (i.e., 60 days from the Bid Closing Date), our Company pay interest prescribed under Section 73 of the Companies
Act.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with competent courts/authorities in New Delhi, India.
Application in Issue
Equity Shares being issued through this Draft Red Herring Prospectus can be applied for in the dematerialized form only.
Withdrawal of the Issue
Our Company, in consultation with the BRLM reserves the right not to proceed with the Issue at anytime after the Bid/Issue
Opening Date but before Allotment, without assigning any reason thereof. In terms of the SEBI Guidelines, QIB Bidders
shall not be allowed to withdraw their Bid after the Bid/Issue Closing date.
In the event of withdrawal of the Issue anytime after the Bid/Issue Opening Date, our Company will forthwith repay,
without interest, all monies received from the applicants in pursuance of the Draft Red Herring Prospectus. If such money is
not repaid within 8 days after our Company become liable to repay it, i.e. from the date of withdrawal, then our Company,
and every Director of our Company who is an officer in default shall, on and from such expiry of 8 days, be liable to repay
the money, with interest at the rate of 15% per annum on application money.
Arrangement for Disposal of Odd Lots
Since the market lot of our Equity Shares will be one, no arrangements for disposal of odd lots are required.
Restriction on Transfer and Transmission of Shares
For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their
consolidation/splitting, please refer to the “Main Provisions of Articles of Association of Our Company” beginning on page
[] of this Draft Red Herring Prospectus.
Application by Non Residents/NRIs/FIIs
There is no reservation for Non Residents, NRIs, FIIs and Foreign Venture Capital Funds and all Non Residents, NRI, FII
and Foreign Venture Capital Fund applicants will be treated on the same basis with other categories for the purpose of
allocation.
As per the policy of RBI, Overseas Corporate Bodies cannot participate in the Issue.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws in the United States and may not be offered or sold within the United States,
except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities
Act. Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore transactions in
compliance with Regulation S under the Securities Act.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
Triveni Infrastructure Development Company Limited
Page 189
ISSUE STRUCTURE
Public Issue of 8,000,000* Equity Shares of Face Value of Rs. 10/- each for cash at a price of Rs. [] per Equity Share
(including a share premium of Rs. [] per Equity Share) aggregating to Rs. [] million (the “Issue”), by Triveni
Infrastructure Development Company Limited (“Our Company” or the “Issuer”). The Issue would constitute 19.63% of the
fully diluted post issue paid-up capital of our Company.
The Company is considering a Pre-IPO Placement of up to 1,500,000 Equity Shares with certain investors (“Pre-IPO
Placement”). The Company will complete the issuance of such Equity Shares prior to the filing of the RHP with the RoC. If
the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO
Placement, subject to a minimum Issue size of 10% of the post Issue capital being offered to the public.
Our Company undertakes that the Issue to the public shall not be less than 10% of the total Post Issue paid up capital of our
Company. The Issue is being made through a 100% Book Building Process.
Particulars
QIBs
Non-Institutional Bidders
Retail Individual Bidders
Number of
Equity
Shares*
Atleast 4,800,000 Equity
Shares
Not Less than 800,000
Equity Shares or Issue less
allocation to QIBs and
Retail Individual Bidders
Percentage
Of Issue size available for
Allocation
Basis of
Allocation if
Respective
Category is
Oversubscribed
Atleast 60% of the Issue.
Not Less than 10% of the
Issue.
Not Less than 2,400,000
Equity Shares or Issue less
allocation to QIB Bidders
and
Non-Institutional
Bidders
Not Less than 30% of the
Issue.
Proportionate as follows:
(a) 240,000 Equity Shares
shall be allocated on a
proportionate
basis
to
Mutual Funds in the Mutual
Fund Portion;
(b) 4,560,000 Equity Shares
shall be allocated on a
proportionate basis to all
QIBs including Mutual
Funds receiving allocation
as per (a) above
Proportionate
Proportionate
Minimum Bid
Such number of Equity
Shares in multiples [•]
Equity Shares such that the
Bid Amount exceeds Rs.
100,000/-
Such number of Equity
Shares in multiples [•]
Equity Shares that the Bid
Amount
exceeds
Rs.
100,000/-
[•] Equity Shares
Maximum
Bid
Such number of Equity
Shares in multiples [•] but
not exceeding the Issue,
subject to applicable limits
Such number of Equity
Shares in multiples [•]but
not exceeding the Issue
Mode of
Allotment
Bid Lot
Compulsorily
in
dematerialized form
[•] Equity Shares and
multiples thereof
[•] Equity Shares and in
multiples of one Equity
Share thereafter
One Equity Share
Compulsorily
in
dematerialised form
[•] Equity Shares and
multiples thereof
[•] Equity Shares and in
multiples of one Equity
Share thereafter
One Equity Share
Such number of Equity
Shares in multiples [•]
whereby the Bid Amount
does not exceed Rs.
100,000
Compulsorily
in
dematerialised form
[•] Equity Shares and
multiples thereof
[•] Equity Shares and in
multiples of one Equity
Share thereafter
One Equity Share
1. Public
financial
institutions as specified in
Section
4A
of
the
Companies
Act,
FIIs
Resident Indian individuals,
Eligible NRIs, HUF (in the
name of Karta), companies,
bodies corporate, scientific
Individuals, including NRIs
and HUF (in the name of
Karta), such that the Bid
Amount does not exceed
Allotment Lot
Trading Lot
Who can Apply**
Triveni Infrastructure Development Company Limited
Page 190
Terms of Payment
Margin Amount #
registered
with
SEBI,
scheduled
commercial
banks,
mutual
funds
registered
with
SEBI,
venture
capital
funds
registered with SEBI, state
industrial
development
corporations,
National
Investment Fund, insurance
companies registered with
Insurance Regulatory and
Development
Authority,
provident funds (subject to
applicable
law)
with
minimum corpus of Rs. 250
million and pension funds
with minimum corpus of
Rs.
250
million
in
accordance with applicable
law.
Margin Amount applicable
to QIB Bidders shall be
payable at the time of
submission of Bid cum
Application Form to the
members of the Syndicate
At least 10% of the Bid
Amount on bidding.
institutions societies and
trusts.
Rs. 100,000 in value.
Margin Amount applicable
to
Non
-Institutional
Bidders shall be payable at
the time of submission of
Bid cum Application Form
to the members of the
Syndicate
Full Bid Amount on
bidding.
Margin Amount applicable
to Retail Individual Bidders
shall be payable at the time
of submission of Bid cum
Application Form to the
members of the Syndicate
Full Bid
bidding.
Amount
on
If the Pre-IPO Placement is completed, the QIB Portion, the Mutual Fund Portion, the Retail Portion and the Non
Institutional portion shall (if required) be accordingly reduced.
*
Subject to valid Bids being received at or above the Issue Price. Undersubscription, if any, in the Non-Institutional and
Retail Portion, would be allowed to be met with spillover from any other portions by our Company, in consultation with the
BRLM in accordance with applicable laws, rules, regulations and guidelines. If at least 60% of the Issue cannot be allotted
to QIB Bidders, then the entire application money will be refunded. However, if the aggregate demand by Mutual Funds is
less than 240,000 Equity Shares (assuming QIB Portion is 60% of the Issue size, i.e. 4,800,000 Equity Shares), the balance
Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated
proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has been met, undersubscription, if any, in any other category, would be allowed to be met with spill-over from any other category or
combination of categories by our Company, in consultation with the BRLM in accordance with applicable laws, rules,
regulations and guidelines.
**In case the Bid cum Application Form is submitted in joint names, the investors should ensure that the demat account is
also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form.
#After the Bid / Issue Closing Date, depending upon the level of subscription, additional margin amount, if any, may be
called from the QIB Bidders.
Issue Programme
BID/ISSUE OPENS ON:
BID/ISSUE CLOSES ON:
[••], 2008
[••], 2008
Bids and any revision in Bids shall be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the
Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form except that on the
Bid/Issue Closing Date, Bids shall be accepted only between 10.00 a.m and 2.00 p.m (Indian Standard Time) and
uploaded till
(i) 3.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders and
Triveni Infrastructure Development Company Limited
Page 191
(ii) 5.00 p.m which may be extended till such time as permitted by the NSE and the BSE, in case of Bids by Retail
Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are
advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 1.00 p.m (Indian
Standard Time) on the Bid/Issue Closing Date.
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids
received by Retail Bidders after taking into account the total number of Bids received upto the closure of timings for
acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchange within half an
hour of such closure.
Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically
experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload,
such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on
working days, i.e., Monday to Friday (excluding any public holiday).
Investors please note that as per letter no. List/smd/sm/2006 dated July 03, 2006 and letter no. NSE/IPO/25101-6 dated July
06, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and
Holidays as declared by the exchanges.
Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines.
The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the
immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the
Price Band. In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working
days after revision of Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the
Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the NSE and
the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLM and at the terminals of
the Syndicate. The Price Band will be decided by our Company in consultation with the BRLM.
Triveni Infrastructure Development Company Limited
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ISSUE PROCEDURE
Book Building Procedure
In terms of Rule 19(2) (b) of the SCRR, this is an Issue for less than 25% of the Post–Issue capital of our Company,
therefore, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be
allocated on a proportionate basis to QIB Bidders out of which 5% shall be available for allocation on a proportionate basis
to the Mutual Funds only. The remainder shall be available for Allottment on a proportionate basis to all other QIBs
including, Mutual Funds, subject to valid bids being received from them at or above the Issue Price. If at least 60% of the
Issue cannot be allotted to QIBs, then the entire application money will be refunded. Further, upto 30% of the Issue shall be
available for allocation on a proportionate basis to Retail Individual Bidders and upto 10% of the Issue shall be available for
allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue
Price.
Bidders are required to submit their Bids through the Syndicate. QIB bids can be submitted only through the BRLM. In case
of QIB Bidders, the Company in consultation with the BRLM reserve the right to reject any QIB Bid procured by any or all
members of the Syndicate provided the rejection is at the time of receipt of such Bids and the reason for rejection of the Bid
is communicated to the bidder at the time of rejection of bid. In case of Non Institutional Bidders and Retail Bidders, our
Company would have a right to reject the Bids only on technical grounds.
Investors should note that Equity Shares would be allotted to all successful Bidders only in dematerialized form. Bidders
will not have the option of getting Allotment of the Equity Shares in physical form. The Equity shares on Allotment shall
be traded only in the dematerialized segment of the Stock Exchanges.
Bid-cum-Application Form
Bidders shall only use the Bid-cum-Application Form bearing the stamp of a member of the Syndicate for making a Bid in
terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bidcum-Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares,
despatch of the CAN and filing of the Prospectus with the RoC, the Bid-cum-Application Form shall be considered as the
Application Form. Upon completing and submitting the Bid-cum-Application Form to a member of the Syndicate, the
Bidder is deemed to have authorized our Company to make the necessary changes in the Red Herring Prospectus and the
Bid-cum-Application Form as would be required for filing the Prospectus with the RoC and as would be required by the
RoC after such filing, without prior or subsequent notice of such changes to the Bidder.
The prescribed colour of the Bid-cum-Application Form for various categories is as follows:
Category
Indian Public or NRIs applying on a non-repatriation basis
Non-residents, NRIs, FIIs, Foreign Venture Capital Fund registered
with SEBI, Multilateral and Bilateral Development Financial
Institutions applying on repatriation basis
Colour of Bid-cum-Application Form
White
Blue
Who Can Bid?
1.
2.
Persons eligible to invest under all applicable laws, rules, regulations and guidelines
Indian nationals resident in India who are majors, or in the names of their minor children as natural/legal guardians, in
single or joint names (not more than three);
3. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is
being made in the name of the HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be
considered at par with those from individuals;
4. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to applicable
local laws;
5. Companies and corporate bodies not having majority ownership and control of persons resident outside India and
societies registered under the applicable laws in India and authorized to invest in the Equity Shares;
6. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
trusts and who are authorized under their constitution to hold and invest in Equity Shares;
7. Scientific and/or industrial research organizations authorized under their constitution to invest in Equity Shares.
8. Indian mutual funds registered with SEBI;
9. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI regulations and
SEBI regulations, as applicable);
10. Venture capital funds registered with SEBI;
Triveni Infrastructure Development Company Limited
Page 193
11. Foreign Venture Capital Investors registered with SEBI;
12. FIIs registered with SEBI subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the
Issue; For further details please see “Restrictions on Foreign Ownership of Indian Securities” in the section titled
“Regulations and Policies in India”;
13. State Industrial Development Corporations;
14. National Investment Fund
15. Multilateral and bilateral development financial institutions;
16. Insurance companies registered with the Insurance Regulatory and Development Authority;
17. Provident funds with minimum corpus of Rs. 250 million and who are authorized under their constitution to invest in
Equity Shares;
18. Pension funds with minimum corpus of Rs. 250 million and who are authorized under their constitution to invest in
Equity Shares;
19. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and
approvals in the Issue;
Under the SEBI (Venture Capital Funds) Regulations, 1996, a venture capital fund may raise monies from any investor,
whether (i) Indian, (ii) foreign or (iii) non-resident Indian, by way of issue of units. In this Issue, venture capital funds,
which have raised monies from foreign and non-resident Indian investors (i.e., categories (ii) and (iii) above) are not
eligible to participate.
As per the exisiting policy of the Government of India, OCBs are not allowed to participate in this Issue.
Note: The BRLM and Syndicate Member shall not be entitled to subscribe to this Issue in any manner except towards
fulfilling their underwriting obligations, if any. However, associates and affiliates of the BRLM, and Syndicate Members
may subscribe for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional Portion where the
allocation is on a proportionate basis. Such bidding and subscription may be on their own account or on behalf of their
clients.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law.
Bids by Mutual Funds
An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Funds Portion. In the
event that the demand is greater than 240,000 Equity Shares, allocation shall be made to Mutual Funds on proportionate
basis to the extent of the Mutual Funds Portion. The remaining demand by Mutual Funds shall, as part of the aggregate
demand by QIB Bidders, be made available for allocation proportionately out of the remainder of the QIB Portion, after
excluding the allocation in the Mutual Funds portion.
The Bids made by the asset management companies or custodian of Mutual Funds shall specifically state the names of the
concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each
scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will
not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made.
As per the current regulations, the following restrictions are applicable for investments by mutual funds:
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of
any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry
specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up capital carrying
voting rights.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law.
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and
such Bids in respect of more than one scheme of mutual fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
The Bids made by the asset management companies or custodians of mutual funds shall specifically state the names of the
concerned schemes for which the Bids are made. In case of a Mutual Fund a separate Bid can be made in respect of each
scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will
not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made.
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Bids by NRIs
NRI Bidders to comply with the following:
1.
Individual NRI Bidders can obtain the Bid cum Application Forms from our Registered Office, members of the
Syndicate or the Registrar to the Issue.
2.
NRI Bidders may please note that only such Bids as are accompanied by payment in free foreign exchange shall be
considered for allotment. NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use
the Bid cum Application Form meant for resident Indians (White in colour) and shall not use the forms meant for
reserved category. All instruments accompanying bids shall be payable in Mumbai only.
NRIs are allowed to invest in shares of listed Indian companies in recognized stock exchanges under the Portfolio
Investment Scheme. NRIs can invest on repartition and non- repartition under the Portfolio Investment Scheme Route upto
5% of the paid up capital/ paid up value of each series of debentures of listed Indian companies. The aggregate paid up value
of shares/ convertible debentures purchased by all NRIs cannot exceed 10% of the paid up capital of the company/ paid up
value of each series of debentures of the company then the aggregate selling of 10% can be raised to 24%, if the general
body of the Indian company passes a special resolution to that effect.
Bids by FIIs
As per current regulations, the following restrictions are applicable for investment by FIIs:
The Issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of our Company (i.e. 10%
of 40,750,000 Equity Shares of Rs. 10 each). In respect of an FII investing in Equity Shares of our Company on behalf of its
sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of our Company
or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, the aggregate
FII holding in our Company cannot exceed 24% of the total paid-up capital of our Company. With the approval of the Board
of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. However, as
of this date, no such resolution has been recommended for adoption.
We have sought a confirmation from the DIPP on the ‘guidelines notified vide Press Note 2 (2005 Series) are applicable to
investment made only under the FDI route and not applicable to investment by FIIs under the Portfolio Investment Scheme
under the FEMA Regulations by letter dated April 22, 2008
We have also applied to the Reserve Bank of India vide letter dated April 22, 2008 seeking their confirmation that FIIs are
permitted to subscribe to equity shares in the IPO under the portfolio investment scheme and that Press Note 2 (2005 Series)
is not applicable to investments by FIIs in initial public offerings.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of regulation
15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended, an FII or
its sub account may issue, deal or hold, off shore derivative instruments such as Participatory notes, equity-linked notes or
any other similar instruments against underlying securities listed or proposed to be listed in any stock exchange in India only
in favour of those entities which are regulated by any relevant regulatory authorities in the countires of their incorporation or
establishment subject to compliance of “know your client” requirements. An FII or sub-account shall also ensure that no
further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated
entity.
Bids by SEBI registered Venture Capital Funds
As per the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the following investment
conditions and restrictions are applicable to investments by Venture Capital Funds:
All investment made or to be made by a venture capital fund shall be subject to the following extracts of the aforesaid
regulation:
“(i) venture capital fund shall not invest more than 25% corpus of the fund in one venture capital undertaking;
(ii) Not more than 33.33% of the investible funds may be invested by way of subscription to initial public offer of a
venture capital undertaking whose shares are proposed to be listed;”
For the purpose of the above, and as defined in the aforesaid regulation; “Venture Capital Undertaking” means a domestic
company
i. whose shares are not listed on a recognized stock exchange in India;
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ii. which is engaged in the business for providing services, production or manufacture of article or things or does not include
such activities or sectors which are specified in the negative list by the Board with the approval of the Central Government
by notification in the Official Gazette in this behalf.
As per the current regulations, the following restrictions are applicable for investments by SEBI registered Venture Capital
Funds:
The SEBI (Venture Capital Funds) Regulations, 1996 prescribe investment restrictions on venture capital funds.
Accordingly, the holding by any individual venture capital fund should not exceed 25% of our Company’s paid-up capital.
The aggregate holdings of venture capital funds and foreign venture capital investors registered with SEBI could, however,
go up to 100% of our Company’s paid-up equity capital.
The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about
the limits applicable to them. The Company and the BRLM do not accept any responsibility for the completeness and
accuracy of the information stated hereinabove. Our Company, the BRLM are not liable for any amendments or
modification or changes in applicable laws or regulations, which may happen after the date of the Draft Red Herring
Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares
bid for do not exceed the applicable limits under laws or regulations.
Bids and revision of the Bids by Eligible NRIs and FIIs on Repatriation Basis
Bids and Revision to Bids must be made:
1.
On the prescribed Bid cum Application Form or the Revision Form, as applicable, and completed in full in BLOCK
LETTERS in ENGLISH in accordance with the instructions contained therein.
2.
In a single name or joint names (not more than three and in the same order as their Depository Participant details).
3.
Eligible NRIs for a Bid Amount of up to Rs. 100,000 would be considered under the Retail Portion for the purposes
of allocation and for a Bid Amount of more than Rs. 100,000 would be considered under Non-Institutional Portion
for the purposes of allocation. Other Non- Resident Bidders for a minimum of such number of Equity Shares and in
multiples of [••] thereafter that the Bid Amount exceeds Rs. 100,000. For further details, please refer to the subsection titled “Maximum and Minimum Bid Size” in chapter titled “Issue Procedure” beginning on page [••] of this
Draft Red Herring Prospectus.
4.
Bids by NRIs and FIIs on a repatriation basis shall be in the names of individuals or in the names of FIIs but not in
the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees.
5.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only, net of bank charges
and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such
payments in Indian Rupees will be converted into U.S. Dollars or any other freely convertible currency as may be
permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by
registered post or if the Bidders so desire, will be credited to their Non-Resident External (NRE) accounts, details
of which should be furnished in the space provided for this purpose in the Bid cum Application Form. We will not
be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.
It is to be distinctly understood that there is no reservation for Eligible NRIs and FIIs and they will be treated on the
same basis with other categories for the purpose of allocation.
As per the existing policy of the government of India, OCBs cannot participate in this Issue. Further, NRIs, who are not
Eligible NRIs, are not permitted to participate in this Issue.
The information above is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft
Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of
Equity Shares bid for do not exceed the applicable limits under laws or regulations.
Information for the Bidders
(a) Our Company will file the Red Herring Prospectus with the RoC, at least 3 (three) days before the Bid/Issue opening
date.
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(b) Our Company and the BRLM shall declare the Bid/ Issue Opening Date, Bid/Issue Closing Date and Price Band at the
time of filing the Red Herring Prospectus with ROC and also publish the same in three widely circulated newspapers
(one each in English and Hindi). This advertisement, subject to the provisions of Section 66 of the Companies Act shall
be in the format prescribed in Schedule XX-A of the SEBI DIP Guidelines, as amended vide SEBI Circular No.
SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.
(c) The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid-cum-Application
Form to potential investors.
(c) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus and/
or the Bid-cum-Application Form can obtain the same from our Registered Office or from any of the BRLM/Syndicate
Members and should approach any of the BRLM or Syndicate Member or their authorized agent(s) to register their bids.
(d) Investors who are interested in subscribing for our Company’s Equity Shares should approach any of the BRLM or
Syndicate Member or their authorized agent(s) to register their Bid.
(e) The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-Application Forms should
bear the stamp of the members of the Syndicate. Bid-cum-Application Forms, which do not bear the stamp of the
members of the Syndicate, will be rejected.
(f) The Bidding/Issue Period shall be a minimum of three working days and shall not exceed seven working days. In case
the Price Band is revised, the revised Price Band and Bidding Period will be published in two national newspapers and
one regional newspaper (one each in English and Hindi) and also by indicating on the websites of the BRLM and at the
terminals of the members of the Syndicate the Bidding Period may be extended, if required, by an additional three
working days, subject to the total Bidding Period not exceeding 10 working days. The members of the Syndicate shall
accept Bids from the Bidders during the Bidding/ Issue Period in accordance with the terms of the Syndicate Agreement
(g) The Price Band has been fixed at Rs. [] to Rs. [] per Equity Shares of Rs. 10 each, Rs. [] being the lower end of
the Price Band and Rs. [] being the higher end of the Price Band. The Bidders can bid at any price within the Price
Band, in multiples of Rs. 1 (One)
(h) The Company in consultation with the BRLM, reserve the right to revise the Price Band, during the Bidding Period, in
accordance with SEBI Guidelines. The higher end of the Price Band should not be more that 20% of the lower end of
the Price Band. Subject to compliance with immediately preceding sentence, the lower end of the Price Band can move
up or down to the extent of 20% of the lower end of the Price Band disclosed in the Red Herring Prospectus.
(i) The Company in consultation with the BRLM can finalise the Issue Price within the Price Band in accordance with this
clause, without the prior approval of, or intimation, to the Bidders.
Maximum and Minimum Bid Size
a.
For Retail Individual Bidders: The Bid must be for a minimum of [
] Equity Shares and in multiples of [
]
Equity Shares thereafter, subject to maximum Bid amount of Rs. 100,000. In case of revision of Bids, the Retail
Individual Bidders have to ensure that the Bid Price does not exceed Rs. 100,000. In case the maximum Bid amount
is more than Rs. 100,000 then the same would be considered for allocation under the Non-Institutional Bidders
category. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to bid and
purchase at the final Issue Price as determined at the end of the Book Building Process.
b.
For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Shares such that
the Bid Amount exceeds Rs. 100,000 and in multiples of [
] Equity Shares thereafter. A Bid cannot be submitted for
more than the size of the Issue. However, the maximum Bid by a QIB should not exceed the investment limits
prescribed for them by the regulatory or statutory authorities governing them. Under existing SEBI guidelines, a
QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay QIB Margin upon
submission of Bid.
In case of revision of bids, the Non Institutional Bidders who are individuals have to ensure that the Bid Amount is
greater than Rs. 100,000 for being considered for allocation in the Non-Institutional Portion. In case the Bid Amount
reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band, the same would be considered
for allocation under the Retail portion. Non Institutional Bidders and QIB Bidders are not allowed to Bid at ‘cut-off’.
Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring
Prospectus.
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Method and Process of Bidding
a)
Each Bid-cum-Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to
the paragraph entitled “Bids at Different Price Levels and Revision of Bids” given on page [] of this Draft Red
Herring Prospectus) and specify the demand (i.e. the number of Equity Shares bid for) in each option. The price and
demand options submitted by the Bidder in the Bid-cum-Application Form will be treated as optional demands from the
Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for
by a Bidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid
Price, will become automatically invalid.
b) The Bidder cannot bid on another Bid-cum-Application Form after his or her Bids on one Bid-cum-Application Form
have been submitted to any member of the Syndicate. Submission of a second Bid-cum-Application Form to either the
same or to another member of the Syndicate will be treated as multiple bids and is liable to be rejected either before
entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity
Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is
detailed under the paragraph “Bids at Different Price Levels and Revision of Bids” on page no. [] of this Draft Red
Herring Prospectus.
c)
During the Bidding Period, Bidders may approach the Syndicate Members to submit their Bid. Every Syndicate
Member shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the
Bids.
d) Along with the Bid-cum-Application Form, all Bidders will make payment in the manner described under the paragraph
“Terms of Payment and Payments into Escrow Accounts” on page no. [] of this Draft Red Herring Prospectus.
e)
The BRLM and Syndicate Members will enter each bid option into the electronic bidding system as a separate Bid and
generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder.
Therefore, a Bidder can receive up to three TRSs for each Bid-cum-Application Form. It is the responsibility of the
Bidder to obtain the TRS from the members of the Syndicate.
Bids at Different Price Levels and Revision of Bids
(a) The Price Band has been fixed at Rs. [
] to Rs. [
] per Equity Share of Rs. 10 each, Rs. [
] being the Floor Price and
Rs. [
] being the Cap Price. The Bidders can bid at any price within the Price Band, in multiples of [
] Equity Shares.
In accordance with SEBI Guidelines, our Company in consultation with the BRLM reserves the right to revise the Price
Band during the Bidding Period by informing the stock exchanges, releasing a press release, disclosure on the website
of the members of the Syndicate, if any and notification on the terminal of the members of the Syndicate. In case of a
revision in the Price Band, the Issue will be kept open for a period of three working days after the revision of the Price
Band, subject to the total Bidding Period not exceeding ten working days. Our Company in consultation with BRLM,
can finalise the Issue Price within the Price Band in accordance with this clause, without the prior approval of, or
intimation, to the Bidders.
(b) The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired number of Equity Shares at
a specific price. Retail Individual Bidders may bid at “Cut-off”. However, bidding at Cut-off Price is prohibited for QIB
Bidders and Non Institutional Bidders where the Bid Amount is in excess of Rs. 100,000 and such Bids from QIB
Bidders and Non Institutional Bidders shall be rejected.
(c) Retail Individual Bidders where the Bid Amount is less than Rs. 100,000 who bid at Cut-off Price agree that they shall
purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders at Cut-Off Price shall deposit
the Bid Amount based on the Cap Price in the Escrow Account. In the event the Bid Amount is higher than the
subscription amount payable by the Retail Individual Bidders, who Bid at Cut-off Price (i.e. the total number of Equity
Shares allocated in the Issue multiplied by the Issue Price), such Bidders, who Bid at Cut-off Price, shall receive the
refund of the excess amounts from the Escrow Account or the Refund Account, as the case may be.
(d) The Price Band can be revised during the Bidding Period in which case the maximum revisions on either side of the
Price Band shall not exceed 20% fixed initially.
(e) Any revision in the Price Band shall be widely disseminated including by informing the Stock Exchanges, issuing Press
Release and making available this information on the Bidding terminals.
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(f) In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall
remain [•] Equity Shares irrespective of whether the Bid Amount payable on such minimum application is not in the
range of Rs. 5,000 to Rs. 7,000.
(g) In case of an upward revision in the Price Band announced as above, the Retail Individual Bidders could either (i) revise
their Bid or (ii) make additional payment based on the cap of the Revised Price Band, with the members of the
Syndicate to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional
payment) exceeds Rs.100,000, the Bid will be considered for allocation under the Non Institutional category in terms of
this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment
and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares bid for shall
be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the
Bidder is deemed to have approved such revised Bid at Cut off.
(h) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders could either revise
their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.
(i) During the Bidding/Issue Period, any Bidder who has registered his or her interest in the Equity Shares at a particular
price level is free to revise his or her Bid within the Price Band during the Bidding/Issue Period using the printed
revision Form which is a part of the Bid cum Application Form.
(j) Revisions can be made in both the desired number of Equity Shares and the Bid price by using the Revision Form.
Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the
options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has Bid for three
options in the Bid cum Application Form and he is changing only one of the options in the Revision Form, he must still
fill the details of the other two options that are not being changed in the Revision Form. Incomplete or inaccurate
Revision Forms will not be accepted by the members of the Syndicate.
(k) The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the
Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had placed
the original Bid.
(l) Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such
Revision Form or copies thereof.
(m) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental
amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from
downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this
Draft Red Herring Prospectus. In case of QIB Bidders, the members of the Syndicate shall collect the payment in the
form of cheque or demand draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account of
upward revision of the Bid at the time of one or more revisions by the QIB Bidders.
(n) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the members
of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as
proof of his or her having revised the previous Bid.
(o) In case of discrepancy of data entered in the electronic book vis-à-vis the data contained in the physical bid form, for a
particular bidder the details as per physical application form of that bidder may be taken as the final data for the purpose
of allotment.
Bids and revisions of Bids must be:
(a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable (white colour for Resident
Indians, blue colour for NRIs and FIIs applying on a repatriation basis.
(b) In single name or in joint names (not more than three and in the same order as their Depository Participant details).
(c) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the
Bid cum Application Form or in the Revision Form.. Incomplete Bid cum Application Forms or Revision Forms are
liable to be rejected.
(d) The Bids from the Retail Individual Bidders must be for a minimum of [•] Equity Shares and in multiples of [•] Equity
Shares thereafter subject to a maximum Bid Amount of Rs.100, 000.
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(e) For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares in
multiples of [•] Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [•] Equity Shares
thereafter. Bids cannot be made for more than the Issue size. Bidders are advised to ensure that a single Bid from them
should not exceed the investment limits or maximum number of shares that can be held by them under the applicable
laws or regulations.
(f) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of
India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.
(g) Eligible NRIs for a Bid Price of up to Rs. 100,000 would be considered under the Retail Portion for the purposes of
allocation and Bids for a Bid Price of more than Rs. 100,000 would be considered under Non-Institutional Portion for
the purposes of allocation; by other eligible Non Resident Bidders for a minimum of such number of Equity Shares and
in multiples of [•] Equity Shares thereafter that the Bid Price exceeds Rs. 100,000.
(h) Bids by Non Residents, NRIs and FIIs on a repatriation basis shall be in the names of individuals, or in the names of
FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees.
Electronic Registration of Bids
(a) The members of the Syndicate will register the Bids using the on-line facilities of the BSE and the NSE. There will be
atleast one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being
accepted.
(b) The BSE and the NSE will offer a screen-based facility for registering Bids for the Issue. This facility will be available
on the terminals of the members of the Syndicate and their authorized agents during the Bidding/Issue Period. The
members of the Syndicate can also set up facilities for off-line electronic registration of Bids subject to the condition
that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis.
On the Bid /Issue Closing Date, the members of the Syndicate shall upload the Bids till such time as may be permitted
by the Stock Exchanges.
(c) Bidders are cautioned that a high inflow of bids typically experienced on the last day of the bidding may lead to some
Bids received on the last day not being uploaded due to lack of sufficient uploading time, and such bids that could not
uploaded may not be considered for allocation.
(d) The aggregate demand and price for Bids registered on the electronic facilities of the BSE and the NSE will be
displayed on-line at all bidding centers and at the websites of BSE and NSE. A graphical representation of consolidated
demand and price would be made available at the bidding centers during the Bidding Period. The Book gets built up at
various price levels. This information will be available with the BRLM on regular basis.
(e) At the time of registering each Bid, the members of the Syndicate shall enter the following details of the investor in the
on-line system:
•
•
•
•
•
•
•
Name of the Bidder(s) (Investors should ensure that the name given in the Bid cum Application form is exactly the
same as the Name in which the Depository Account is held. In case, the Bid cum Application Form is submitted in
joint names, investors should ensure that the Depository Account is also held in the same joint names and are in the
same sequence in which they appear in the Bid cum Application Form).
Investor category – individual, corporate, or Mutual Fund etc.
Numbers of Equity Shares bid for
Bid price
Bid cum Application Form number
Margin Amount paid upon submission of Bid cum Application Form
Depository participant identification number and client identification number of the beneficiary account of the
Bidder
(f) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It is
the Bidder’s responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the
member of the Syndicate does not guarantee that the Equity Shares shall be allocated either by the members of the
Syndicate or our Company.
(g) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
(h) Incase of QIB Bidders, members of the syndicate have the right to accept the bid or reject it. A rejection can be made
only at the time of receiving the bid and only after assigning a reason for such rejection in writing. In case on nonTriveni Infrastructure Development Company Limited
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institutional Bidders and Retail Individual Bidders who Bid, Bids may be rejected on technical grounds as listed on
page [•] of this Draft Red Herring Prospectus.
(i) It is to be distinctly understood that the permission given by the BSE and the NSE to use their network and software of
the Online IPO system should not in any way be deemed or construed to mean that the compliance with various
statutory and other requirements by our Company or the BRLM are cleared or approved by the BSE and the NSE; nor
does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and
other requirements nor does it take any responsibility for the financial or other soundness of our Company, our
Promoters, our management or any scheme or project of our Company.
(j) It is also to be distinctly understood that the approval given by the BSE and the NSE should not in any way be deemed
or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE and the 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 our Equity Shares will be listed or will continue to be listed on the BSE and
the NSE.
(k) Only bids that are uploaded on the online IPO system of the BSE and NSE shall be considered for allocation/ allotment.
In case of discrepancy of data between the BSE and NSE and the members of syndicate, the decision of the BRLM
based on the physical records of Bid Applications Forms shall be final and binding on all concerned.
Build Up of the Book and Revision of Bids
a)
Bids registered by various Bidders through the members of the Syndicate shall be electronically transmitted to the NSE
or BSE mainframe on a regular basis.
b) The book gets built up at various price levels. This information will be available with the BRLM on a regular basis.
c) The Price Band can be revised during the bidding period, in which case the bidding period shall be extended further for
a period of three days, subject to the total bidding period not exceeding three working days. The Cap on the price band
shall not be more than 20% of the floor of the price band. Subject to compliance with the immediately preceding
sentence, the floor of price band can move up or down to the extent of 20% of the floor of the price band disclosed in
the Red Herring Prospectus.
d) Any revision in the price band will be widely disseminated by informing the Stock Exchanges, by issuing a Public
Notice in two national newspapers (one each in English and Hindi) and one local newspaper and also indicating the
change on the relevant websites and the terminals of the members of the syndicates.
e) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price
level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bidcum-Application Form.
f) Revisions can be made in both the desired number of Equity Shares and the bid price by using the Revision Form. Apart
from mentioning the revised options in the revision form, the Bidder must also mention the details of all the options in
his or her Bid-cum-Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the
Bid-cum-Application Form and he is changing only one of the options
Option to Subscribe
Equity Shares being offered through this Red Herring Prospectus can be applied for in dematerialized form only. Bidders
will not have an option of getting the allotment in physical form. The equity shares, on allotment shall be traded only in the
dematerialized segment of the Stock Exchanges.
General Instructions
Do’s:
(a) Check if you are eligible to apply;
(b) Complete the Bid-cum-Application Form after reading all the instructions carefully;
(c) Ensure that the details about Depository Participant and Beneficiary Account are correct as Equity Shares will be
allotted in the dematerialized form only;
(d) Ensure that the Bids are submitted at the bidding centers only on forms bearing the stamp of a member of the Syndicate;
(e) Ensure that you have been given a TRS for all your Bid options;
(f) Submit Revised Bids to the same member of the Syndicate through whom the Original Bid was placed and obtain a
revised TRS;
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(g) Ensure that the bid is within price band and the DP Account is activated;
(h) Investors must ensure that the name given in the Bid-cum-Application Form is exactly the same as the name in which
the Depository Account is held. In case, the Bid-cum- Application Form is submitted in joint names, investors should
ensure that the Depository Account is also held in the same sequence as they appear in the Bid-cum- Application Form;
(i) Each of the Bidders should mention their Permanent Account Number (PAN) allotted under the IT Act in the Bid-cumApplication Form. If you have mentioned “Applied For” or “Not Applicable”, in the Bid cum Application Form in the
section dealing with PAN number, ensure that you submit Form 60 or 61, as the case may be, together with permissible
documents as address proof.
(j) Ensure that demographic details (as defined herein below) are updated true and correct in all respects.
Don’ts:
(a) Do not Bid for lower than the minimum Bid size;
(b) Do not Bid/ revise Bid price to less than the lower end of the price band or higher than the higher end of the price band;
(c) Do not Bid on another Bid-cum-Application Form after you have submitted a Bid to the member of the Syndicate;
(d) Do not pay the Bid amount in cash;
(e) Do not provide your GIR number instead of your PAN.
(f) Do not send Bid-cum-Application Forms by post; instead submit the same to members of theSyndicate only;
(g) Do not Bid at cut off price (for QIBs and Non-Institutional bidders);
(h) Do not fill up the Bid-cum-Application Form such that the Equity Shares bid for exceeds the Issue size and/ or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or
maximum amount permissible under the applicable regulations; and
(i) Do not submit Bid accompanied with Stock invest.
(j) Do not Bid if you are prohibited from doing so under the law of your local jurisdication.
(k) Do not submit the Bid without the QIB Margin Amount incase of a Bid by a QIB.
Instructions for Completing the Bid-Cum-Application Form
Bidders can obtain Bid-cum-Application Forms and / or Revision Forms from the BRLM or Syndicate Member.
Bidders Depository Account and Bank Details
Bidders Bank Account Details
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository ParticipantIdentification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the
Registrar to the Issue will obtain from the Depository the Bidders bank account details including Magnetic Ink Character
Recognition (MICR) Code (a nine digit code appearing on a cheque leaf) and occupation (hereinafter referred to as
‘Demographic Details’). These Bank Account details would be used for giving refunds (including through physical
refund warrants, direct credit, ECS, NEFT and RTGS) to the Bidders. Hence, Bidders are advised to immediately update
their Bank Account details as appearing on the records of the Depository Participant. Please note that failure to do so
could result in delays in despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLM or the
registrar or the Escrow Collection Banks nor the Company shall have any responsibility and undertake any liability for
the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form..
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Bidder’s Depository Account Details
It is mandatory for all the bidders to get their equity shares in dematerialised form. All bidders should mention their
depository participant’s name, depository participant identification number and beneficiary account number in the bid
cum application form. Investors must ensure that the name given in the bid cum application form is exactly the same as
the name in, which the depository account is held. In case the bid cum application form is submitted in joint names, it
should be ensured that the depository account is also held in the same joint names and are in the same sequence in which
they appear in the bid cum application form.
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository ParticipantIdentification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to
the Issue will obtain from the Depository demographic details of the Bidders such as address, bank account details for
printing on refund orders and occupation (“Demographic Details”). Hence, Bidders should carefully fill in their Depository
Account details in the Bid cum Application Form.
These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders in
the Bid cum Application Form would not be used for these purposes by the Registrar to the Issue. Hence, Bidders are
advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and
correct.
By signing the Bid cum Application Form, Bidder would have deemed to authorize the depositories to provide, upon
request, to the Registrar to the Issue, the required Demographic Details as available on its records.
Allocation Advice/CANs/ refund orders/ refund advice would be mailed at the address of the Bidders as per the
Demographic Details received from the Depositories. Bidders may note that delivery of allocation advice/CANs/ refund
orders/ refund advice may get delayed if the same once sent to the address obtained from the Depositories are returned
undelivered. In such an event, the address and other details given by the Bidders in the Bid cum Application form would be
used only to ensure dispatch of refund orders. In the case of refunds through electronic modes Bidders may note that of
refund may get delayed if the bank particulars obtained from the Depositories are incorrect. Please note that any such delay
shall be at the Bidders sole risk and we nor the Escrow Collection Bank nor the BRLM shall be liable to compensate the
Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the
Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s
identity, then such Bids are liable to be rejected.
The Company, in its absolute discretion, reserve the right to permit the holder of the power of attorney to request the
Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation
advice/ refunds through electronic transfer of funds, the Demographic Details given on the Bid cum Application Form
should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use
Demographic Details as given in the Bid cum Application Form instead of those obtained from the depositories.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or
commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in
Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI
at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so
desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose
in the Bid-cum-Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on
account of conversion of foreign currency.
As per the RBI regulations, OCBs are not permitted to participate in the Issue.
There is no reservation for Eligible NRIs and FIIs and all applicants will be treated on the same basis with other
categories for the purpose of allocation.
Bids under Power of Attorney
(a) In case of Bids made pursuant to a Power of Attorney or by limited companies, corporate bodies, registered societies, a
certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be, along with a certified
copy of the Memorandum and Articles of Association and/or Bye Laws must be lodged along with the Bid-cumApplication Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either
case, without assigning any reason therefor.
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(b) In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of attorney or the relevant
resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be
lodged along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any
Bid in whole or in part, in either case, without assigning any reason therefor.
(c) In case of Bids made by Insurance Companies registered with the Insurance Regulatory and Development Authority, a
certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged
along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason therefor.
(d) In case of Bids made by provident funds with minimum corpus of Rs. 250 million and pension funds with minimum
corpus of Rs. 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the
provident fund/ pension fund must be lodged along with the Bid-cum-Application Form. Failing this, our Company
reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
(e) In case of Bids made by Mutual Fund registered with SEBI, venture capital fund registered with SEBI and foreign
venture capital investor registered with SEBI, a certified copy of their SEBI registration certificate must be submitted
with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or
in part, in either case, without assigning any reason.
Our Company, in its absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the Power
of Attorney along with the Bid-cum-Application form, subject to such terms that BRLM may deem fit.
Payment Instructions
Escrow Mechanism
(a) Our Company, BRLM and members of the Syndicate shall open Escrow Accounts with one or more Escrow Collection
Banks in whose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision
of the bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would be
deposited in the Escrow Account for the Issue.
(b) The Escrow Collection Banks will act in terms of the Red Herring Prospectus and an Escrow Agreement to be entered
into amongst our Company, the BRLM, Escrow Bankers and Registrar to the Issue. The monies in the Escrow Account
shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s)
shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for
the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account
to the Public Issue Account of the Company with the Bankers to the Issue as per the terms of the Escrow Agreement
and Red Herring Prospectus. Payments of refunds to the Bidders shall also be made from the Escrow Account as per the
terms of the Escrow Agreement and the Red Herring Prospectus.
(c) The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between the Escrow Collection Bank(s), our Company, the Registrar to the Issue and BRLM to facilitate
collections from the Bidders.
Terms of Payment and payment into the Escrow Accounts
Our Company, the BRLMand the Syndicate Member shall open an Escrow Account with the Escrow Collection Bank(s) for
the collection of the Bid Amounts payable upon submission of the Bid-cum-Application Form and for amounts payable
pursuant to allocation in the Issue. Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid
and/or on allocation as per the following terms:
(a) Each Bidder shall pay the applicable margin amount, with the submission of the Bid cum Application Form draw a
cheque or demand draft for the maximum amount of his/her Bid in favour of the Escrow Account of the Escrow
Collection Bank and submit the same to the member of the Syndicate with whom the Bid is being submitted. Bid cum
Application Forms accompanied by cash shall not be accepted. The maximum Bid price has to be paid at the time of
submission of the Bid cum Application Form based on the highest bidding option of the Bidder.
(b) The Bidders for whom the applicable margin is equal to 10% shall, with the submission of the Bidcum-Application
Form draw a payment instrument for the Bid Amount in favor of the Escrow Account and submit the same to the
members of the Syndicate.
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(b) In case the above Margin Amount paid by the Bidders during the Bidding Period is less than the Issue Price multiplied
by the Equity Shares allocated to the Bidder, the balance amount shall be paid by the Bidders into the Escrow Account
within the period specified in the CAN which shall be subject to a minimum period of two days from the date of
communication of the allocation list to the Syndicate Member by the BRLM. If the payment is not made favouring the
Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled.
(c) The payment instruments for payment into the Escrow Account should be drawn in favor of:
(i) In case of Resident QIB Bidders: "Escrow Account – Triveni Public Issue – QIB-R"
(ii) In case of Non Resident QIB Bidders: “Escrow Account - Triveni Public Issue – QIB-NR”
(iii) In case of Resident Retails and Non Institutional Bidders: “Escrow Account –Triveni Public Issue - R”
(iv) In case of Non Resident Retail and Non Institutional Bidders: “Escrow Account – Triveni Public Issue – NR”
(d) In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee Drafts
purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking
channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR)
Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in
support of the remittance. Payment will not be accepted out of a Non-Resident Ordinary (NRO) Account of a NonResident bidder bidding on a repatriation basis. Payment by drafts should be accompanied by a bank certificate
confirming that the draft has been issued by debiting an NRE or FCNR Account.
(e) In case of Bids by FIIs, the payment should be made out of funds held in a Special Rupee Account along with
documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate
confirming that the draft has been issued by debiting the Special Rupee Account.
(f) Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if
any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be
refunded to the Bidder by the Refund Banker from the Refund Account.
(g) The monies deposited in the Escrow Account will be held for the benefit of the Bidders until Designated Date.
(h) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms
of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue. Further, on the Designated Date,
the Escrow Collection Banks shall transfer all amounts liable to be refunded to unsuccessful bidders and the excess
amounts paid on Bidding to the Refund Account held by the Refund Banker for the benefit of the Bidders entitled to a
refund.
(i) On the Designated Date and no later than 15 days from the Bid/Issue Closing Date, the Refund Banker shall, from the
Refund Account, refund all amounts payable to unsuccessful bidders and also the excess amount paid on Bidding, if
any.
(j) Payments should be made by cheque, or demand draft drawn on any bank (including a Co-operative bank), which is
situated at, and is a member of or sub-member of the bankers’ clearing house located at the center where the Bid cum
Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process
will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stock
invest/money orders/ postal orders will not be accepted.
(k) Bidders are advised to mention the number of application form on the reverse of the cheque / demand draft to avoid
misuse of instruments submitted along with the Bid cum Application Form.
(l) Incase clear funds are not available in the Escrow Accounts as per final certificates from the Escrow Collection Banks,
such Bids are liable to be rejected.
Where the Bidder has been allocated lesser number of Equity Shares than he or she had bid for, the excess amount paid
on bidding, if any, after adjustment for allocation, will be refunded to such Bidder within 15 days from the Bid/Issue
Closing Date, failing which and our Company shall pay interest at 15% per annum for any delay beyond the periods as
mentioned above.
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Payment by Stock invest
In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5, 2003, the
option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn.
Submission of Bid-cum-Application Form
All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts
shall be submitted to the Syndicate Member at the time of submission of the Bid. At the time of submission of Bid-cumApplication Form and Revision Form, each member of the Syndicate shall collect the 10% or 100% Margin Amount as may
be applicable.
No separate receipts shall be issued for the money payable on the submission of Bid-cum-Application Form or Revision
Form. However, the collection center of the Syndicate Member will acknowledge the receipt of the Bid-cum- Application
Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip
will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder.
Other Instructions
Joint Bids in the case of Individuals
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in
favor of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form (“First Bidder”). All
communications will be addressed to the First Bidder and will be dispatched to his or her address as per the demographic
details received from the Depository.
Multiple Bids
A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more
Bids will be deemed to be multiple Bids if the sole or first Bidder is one and the same. In this regard, the procedures which
would be followed by the Registrar to the Issue to detect multiple applications are given below:
1.
All applications with the same name and age will be accumulated and taken to a separate process file which would serve
as probable multiple masters.
2.
In this master, a check will be carried out for the same PAN/GIR numbers. In cases where the PAN/GIR numbers are
different, the same will be deleted from this master.
3.
The addresses of all these applications from the multiple master will be strung from the address master. This involves
putting the addresses in a single line after deleting non-alpha and non-numeric characters, i.e., commas, full stops,
hashes etc. Sometimes, the name, the first line of the address and pin code will be converted into a string for each
application received and a photo match will be carried out among all the applications processed. A print-out of the
addresses will be made to check for common names. Applications with the same name and same address will be treated
as multiple applications.
4.
The applications will be scanned for similar DP ID and client identity numbers. In cases where applications bear the
same numbers, these will be treated as multiple applications.
5.
After the aforesaid procedures, a print-out of the multiple master will be taken and the applications physically verified
to tally signatures and also father’s/husband’s names. On completion of this, the applications will be identified as
multiple applications. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual
Fundsand such Bids in respect of more than one scheme of the Mutual Funds will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme for which the Bid has been made.
6.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
Procedure for Application by Mutual Funds
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and
such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
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In cases where there are more than 20 valid applicants having a common address, such shares will be kept in abeyance, post
allotment and released on confirmation of KYC norms by the depositories.
Our Company reserves the right to reject, in our absolute discretion to accept or reject, all or any multiple Bids in any or
all categories.
Permanent Account Number (PAN)
The Bidder or in the case of a Bid in joint names, each of the Bidders, should hold a valid Permanent Account Number
(PAN) allotted under the IT Act and mention his/her PAN allotted under the IT Act, while bidding for this Issue. SEBI has
issued a circular no. MRD/DoP/Circ-05/2007 dated April 27, 2007 requiring that with effect from July 2, 2007, the PAN
would be the sole identification number for participants transacting in the securities market, irrespective of the amount of the
transaction. Applications without this information will be considered incomplete and are liable to be rejected. In case the
PAN has not been allotted, mention “Applied for” or “Not Applicable” in the appropriate places and submit Form 60 and
Form 61 as the case may be together with permissible documents as proof of address. Applications without this
information will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should
not submit the GIR number instead of the PAN, as the Bid is liable to be rejected on this ground. In case the sole/First
Bidder and joint Bidder(s) is/are not required to obtain PAN, each of the Bidder(s) shall mention “Not Applicable” and in
the event that the sole Bidder and/or the joint Bidder(s) have applied for PAN which has not yet been allotted each of the
Bidder(s) should mention “Applied for” in the Bid cum Application Form. Further, where the Bidder(s) has mentioned
“Applied for” or “Not Applicable”, the sole/First Bidder and each of the joint Bidder(s), as the case may be, would be
required to submit Form 60 (form of declaration to be filed by a person who does not have a permanent account number and
who enters into any transaction specified in Rule 114B of the Income Tax Rules, 1962), or, Form 61 (form of declaration to
be filed by a person who has agricultural income and is not in receipt of any other income chargeable to income-tax in
respect of transactions specified in Rule 114B of the Income Tax Rules, 1962), as may be applicable, duly filled along with
a copy of any one of the following documents in support of the address: (a) ration card (b) passport (c) driving licence (d)
identity card issued by any institution (e) copy of the electricity bill or telephone bill showing residential address (f) any
document or communication issued by any authority of the Central Government, state government or local bodies showing
residential address (g) any other documentary evidence in support of address given in the declaration. It may be noted that
Form 60 and Form 61 have been amended by a notification issued on December 1, 2004 by the Central Board of
Direct Taxes, Department of Revenue, Ministry of Finance. All Bidders are requested to furnish, where applicable,
the revised Form 60 or Form 61 as the case may be.
Unique Identification Number (“UIN”)
With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN and the requirement to
contain/quote UIN under the SEBI MAPIN Regulations/Circulars vide its circular MAPIN/Cir-13/2005. However, in a
recent press release dated December 30, 2005, SEBI has approved certain policy decisions and has now decided to resume
registrations for obtaining UINs in a phased manner. The press release states that the cut off limit for obtaining UIN has
been raised from the existing limit of trade order value of Rs. 100,000 to Rs. 500,000 or more. The limit will be reduced
progressively. For trade order value of less than Rs. 500,000, an option will be available to investors to obtain either the
PAN or UIN. These changes are, however, not effective as of the date of this Draft Red Herring Prospectus and SEBI has
stated in the press release that the changes will be implemented only after necessary amendments are made to the SEBI
MAPIN Regulations. On June 25, 2007 the SEBI has decided to discontinue with the requirement of UIN under the SEBI
MAPIN Regulations.
SEBI has, vide circular No. MRD/DoP/Cir- 05/2007 dated April 27, 2007, with effect from July 2, 2007 declared that the
PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount
of transaction. Thus, the requirement of Unique Identification Number (UIN) under the SEBI (Central Database of market
Participants Regulations), 2005/circulars by SEBI has been discontinued vide circular No. MRD/DoP/Cir- 08/2007 dated
June 25, 2007.
Our Right to Reject Bids
Our Company and the BRLM reserve the right to reject any QIB Bid provided the rejection is at the time of receipt of Bid
and the reason for rejection of the Bid is communicated to the Bidder at the time of rejection of Bid. In case of NonInstitutional Bidders and Retail Individual Bidders, our Company and the BRLM have a right to reject bids based on
technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the bidder’s address
at the bidders’s risk.
Grounds for Technical Rejections
Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds:
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1.
Amount paid doesn’t tally with the highest number of Equity Shares bid for;
2.
Age of First Bidder not given;
3.
Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors, insane Persons;
4.
PAN not given and GIR number given instead of PAN number;
5.
Bids for lower number of Equity Shares than specified for that category of investors;
6.
Bids at a price less than lower end of the Price Band;
7.
Bids at a price more than the higher end of the Price Band;
8.
Bids at cut-off price by Non-Institutional and QIB Bidders;
9.
Bids for number of Equity Shares which are not in multiples of [•];
10. Category not ticked;
11. Multiple bids as defined in this Draft Red Herring Prospectus;
12. In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not
submitted;
13. Bids accompanied by Stock invest/ money order/postal order/cash;
14. Signature of sole and / or joint bidders missing;
15. Bid-cum-Application Form does not have the stamp of the BRLM or Syndicate Member;
16. Bid-cum-Application Form does not have Bidder’s depository account details;
17. In case no corresponding record is available with the Depository that matches three parameters: name of Bidder
(including sequence of names of joint holders), depository participant identification number and beneficiary account
number;
18. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the Bidcum-Application
Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red
Herring Prospectus and the Bid-cum-Application Form;
19. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
20. Bids by OCBs; and
21. Bid by U.S. residents or U.S persons.
22. Bids in respect where the Bid cum Application form do not reach the Registrar prior to the finalisation of the basis of
allotment;
23. Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Banks;
24. Bids by persons who are not eligible to acquire Equity Shares of our Company, in terms of all applicable laws, rules,
regulations, guidelines and approvals.
25. In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such
shall be entitled to apply;
26. Bids by NRIs not disclosing their residential status.
27. Bids by Non-residents such as OCBs, FVCIs, multilateral and bilateral development financial institutions;
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Price Discovery and Allocation
(a) After the Bid/Issue Closing Date, the BRLM will analyze the demand generated at various price levels and discuss
pricing strategy with us.
(b) Our Company in consultation with the BRLM shall finalise the “Issue Price” and the number of Equity Shares to be
allotted.
(c) The allocation for QIBs will be atleast 60% of the Issue (including 5% specifically reserved for Mutual Funds) would be
on a proportionate basis in consultation with Designated Stock Exchange subject to valid bids being received at or
above the Issue Price. The allocation to Non-Institutional Bidders and Retail Individual Bidders of, upto 10% of Issue
and upto 30% of the Issue, respectively, would be on proportionate basis, in consultation with Designated Stock
Exchange, subject to valid Bids being received at or above the Issue Price.
(d) Under subscription, if any, in any of the categories other than the QIB Portion, would be allowed to be met with spill
over from any of the other categories by our Company, in consultation with the BRLM in accordance with applicable
laws, rules, regulations and guidelines. However, if the aggregate demand by Mutual Funds is less than 240,000 Equity
Shares, the balance Equity Shares available for allocation in the Mutual Funds Portion will first be added to the QIB
Portion and be allocated proportionately to the QIB Bidders.
(e) Allocation to eligible NRIs or FIIs applying on repatriation basis will be subject to the terms and conditions stipulated
by RBI and applicable laws.
(f) The BRLM, in consultation with our Company shall notify the Syndicate Member of the Issue Price and allocations to
their respective Bidders, where the full Bid Amount has not been collected from the Bidders.
(e) Our Company reserves the right to cancel the Issue any time after the Bid/Issue Opening Date but before allotment.
(f) In terms of SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the closure of Bidding.
(g) The allotment details shall be put on the website of the Registrar to the Issue
Equity Shares in Dematerialized Form with NSDL or CDSL
As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be allotted only in a
dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued
through the electronic mode).
In this context, two agreements have been signed among us, the respective Depositories and the Registrar to the Issue:
a)
A tripartite agreement dated March 11, 2008 with NSDL, us and Bigshare Services Private Limited, Registrar to the
Issue;
b) A tripartite agreement dated March 13, 2008 with CDSL, us and Bigshare Services Private Limited, Registrar to the
Issue.
All Bidders can seek allotment only in dematerialized mode. Bids from any Bidder without relevant details of his or her
Depository Account are liable to be rejected.
a)
A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository
Participants of either NSDL or CDSL prior to making the Bid.
b) The Bidder must necessarily fill in the details (including the beneficiary account number and Depository Participant’s
identification number) appearing in the Bid-cum-Application Form or Revision Form.
c)
Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with
the Depository Participant) of the Bidder
d) Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details
in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the
account details in the Depository.
Triveni Infrastructure Development Company Limited
Page 209
e)
Non-transferable allotment advice or refund orders will be directly sent to the Bidder by the Registrar to this Issue.
f)
If incomplete or incorrect details are given under the heading ‘Request for Equity Shares in electronic form’ in the Bidcum-Application Form or Revision Form, it is liable to be rejected.
g) The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cum-Application Form
vis-à-vis those with his or her Depository Participant.
h) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have
electronic connectivity with CDSL and NSDL.
i)
The trading of the Equity Shares of the Company would be in dematerialized form only for all investors in the demat
segment of the respective Stock Exchanges.
As this Issue comprises of Fresh Issue, investors are advised to instruct their Depository Participants to accept the Equity
Shares that may be allocated to them pursuant to this Issue.
Signing of Underwriting Agreement and RoC Filing
(a) Our Company, the BRLM and the Syndicate Members shall enter into an Underwriting Agreement on finalization of the
Issue Price and allocation(s) to the Bidders.
(b) After signing the Underwriting Agreement, our Company would update and file the updated Red Herring Prospectus
with RoC, which then would be termed ‘Prospectus’. The Prospectus would have details of the Issue Price, Issue Size,
underwriting arrangements and would be complete in all material respects.
(c) We will file a copy of the Prospectus with the RoC, in terms of Section 56, Section 60, and Section 60B of the
Companies Act.
Filing of the Prospectus with Roc
The Company will file a copy of the Prospectus with the Registrar of Companies, NCT of Delhi and Haryana, New Delhi in
terms of Section 56, Section 60 and Section 60B of the Companies Act.
Announcement of Pre-Issue Advertisement
Subject to Section 66 of the Companies Act, the Company shall after receiving final observations, if any, on this Red
Herring Prospectus from SEBI, publish an advertisement, in the form prescribed by the SEBI DIP Guidelines in an English
national daily with wide circulation, and one Hindi National newspaper.
Advertisement Regarding Issue Price and Prospectus
After filing of the Prospectus with the ROC, a statutory advertisement will be issued by our Company in a widely circulated
English and Hindi newspaper with wide circulation in the place where our Registered Office is situated. This advertisement,
in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material
updates between the date of Red Herring Prospectus and the date of Prospectus will be included in such statutory
advertisement.
Issuance of Confirmation of Allocation Note (CAN)
After the determination of Issue Price, the following steps would be taken:
(a) Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM, or the Registrar to the Issue
shall send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Issue.
The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders may be done simultaneously
with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders. However, Bidders
should note that the Company should ensure that the date of Allotment of the Equity Shares to all Bidders, in all
categories, shall be done on the same date. The BRLM or Registrar to the Issue shall send to the Syndicate Member a
list of their Bidders who have been allocated Equity Shares in the Issue.
(b) The BRLM or Syndicate Members would then send the CAN to their Bidders who have been allocated Equity Shares in
the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the
Triveni Infrastructure Development Company Limited
Page 210
entire Issue Price for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid into the Escrow
Account at the time of bidding shall pay in full the amount payable into the Escrow Account by the Pay-in Date
specified in the CAN.
(c) Bidders who have been allocated Equity Shares and who have already paid the Bid Amount into the Escrow Account at
the time of bidding shall directly receive the CAN from the Registrar to the Issue subject, however, to realization of
their cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be a deemed a valid, binding
and irrevocable contract for the Bidder to pay the entire Issue Price for all the Equity Shares to be allotted to such
Bidder.
(d) The issuance of a CAN is subject to ‘‘Allotment Reconciliation and Revised CANs’’ as set out herein under the section
titled “Terms of the Issue” on page [•] of this Draft Red Herring Prospectus.
Notice to QIB: Allotment Reconciliation and Revised CANs
After the Bid/Issue Closing Date, an electronic book will be prepared by the Registrar on the basis of Bid applications
received and uploaded on the BSE/ NSE system. Based on the electronic book, QIBs will be sent a CAN on or prior to [•],
2008, indicating the number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final
Allotment, which will be approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the
Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due to technical reasons, nonreceipt of
funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected applications will be reflected in
the reconciliation and basis of Allotment as approved by the Designated Stock Exchange and specified in the physical book.
As a result, a revised CAN may be sent to QIBs, on or prior to [•], 2008, and the allocation of Equity Shares in such revised
CAN may be different from that specified in the earlier CAN. QIBs should note that they may be required to pay additional
amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allocation of Equity Shares. The CAN
will constitute the valid, binding and irrevocable contract (subject only to the Issue of a revised CAN) for the QIB to pay the
entire Issue Price for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirety the
earlier CAN.
Designated Date and Allotment of Equity Shares
(1) Our Company will ensure that the allotment of Equity Shares is done within 15 days of the Bid/Issue Closing Date.
After the funds are transferred from the Escrow Account to the Public Issue Account on the Designated Date, we would
allot the Equity Shares to the allottees. Our Company would ensure the credit to the successful Bidders depository
account. Allotment of the Equity Shares to the allottees shall be completed within two working days of the date of
finalization of the basis of allotment. In case, our Company fails to make allotment or transfer within 15 days of the
Bid/Issue Closing Date, interest would be paid to the investors at the rate of 15% per annum.
(2) In accordance with the SEBI DIP Guidelines, Equity Shares will be issued and allotment shall be made only in the
dematerialised form to the allottees. Allottees will have the option to re-materialise the Equity Shares, if they so desire,
as per the provisions of the Companies Act and the Depositories Act.
Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated to them
pursuant to this Issue.
Basis of Allotment or Allocation
(A) For Retail Individual Bidders
•
Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this category. The allotment to all the successful Retail Individual Bidders will be made at
the Issue Price.
•
The Issue Size less Allotment to Non-Institutional and QIB Bidders shall be available for allotment to Retail
Individual Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price.
•
If the aggregate demand in this category is less than or equal to 2,400,000 Equity Shares at or above the Issue Price,
full allotment shall be made to the Retail Individual Bidders to the extent of their demand.
•
If the aggregate demand in this category is greater than 2,400,000 Equity Shares at or above the Issue Price, the
allotment shall be made on a proportionate basis up to a minimum of [•] Equity shares. For the method of
proportionate basis of allotment, refer below.
Triveni Infrastructure Development Company Limited
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(B) For Non-Institutional Bidders
•
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the
total demand under this category. The allotment to all successful Non-Institutional Bidders will be made at the
Issue Price.
•
The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to Non-Institutional
Bidders who have bid in the Issue at a price that is equal to or greater than the Issue Price.
•
If the aggregate demand in this category is less than or equal to 800,000 Equity Shares at or above the Issue Price,
full allotment shall be made to Non-Institutional Bidders to the extent of their demand.
•
In case the aggregate demand in this category is greater than 800,000 Equity Shares at or above the Issue Price,
allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the method of
proportionate basis of allotment refer below.
(C) For QIBs
•
Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total
demand under this portion. The allotment to all the QIB Bidders will be made at the Issue Price.
•
The QIB Portion shall be available for allotment to QIB Bidders who have bid in the Issue at a price that is equal to
or greater than the Issue Price.
•
Allotment shall be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined as follows:
(i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done
on a proportionate basis for up to 5% of the QIB Portion.
(ii) In the event that the aggregate demand fom Mutual Funds is less than 5% of the QIB Portion then all Mutual
Funds shall get full allotment to the extent of valid bids received above the Issue Price.
(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for allotment to
all QIB Bidders as set out in (b) below;
(b) In the second instance allotment to all QIBs shall be determined as follows:
(i) In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the
Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion.
(ii) Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for
by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders.
(iii) Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation
to the remaining QIB Bidders on a proportionate basis.
•
The aggregate allotment to QIB Bidders shall not be less than 4,800,000 Equity Shares.
Method of Proportionate Basis of Allocation in the Issue
In the event of the Issue being oversubscribed, the Company shall finalize the basis of allotment in consultation with the
Designated Stock Exchange. The Executive Director (or any other Senior official nominated by them) of the Designated
Stock Exchange along with the BRLM and the Registrar to the Issue shall be responsible for ensuring that basis of allotment
is finalized in a fair and proper manner. The allotment shall be in marketable lots, on a proportionate basis as explained
below.
a.
Bidders will be categorized according to the number of Equity Shares applied for by them.
Triveni Infrastructure Development Company Limited
Page 212
b.
The total number of Equity Shares to be allotted to each category, as a whole shall be arrived at on a proportionate
basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category
multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio.
c.
Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate basis, which
is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the oversubscription ratio.
In all Bids where the proportionate allotment is less than [•]Equity Shares per Bidder, the allotment shall be made as
follows:
•
Each successful Bidder shall be allotted a minimum of [•] Equity Shares ; and
•
The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such
that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated
in accordance with (b) above.
If the proportionate allotment to a Bidder is a number that is more than [•] but is not a multiple of one (which is the market
lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower
than 0.5, it would be rounded off to the lower whole number. All Bidders in such categories would be allotted Equity Shares
arrived at after such rounding off.
If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allotted to the
Bidders in that category, the remaining Equity Shares available for allotment shall be first adjusted against any other
category, where the allotted Equity Shares are not sufficient for proportionate allotment to the successful Bidders in that
category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising
Bidders applying for minimum number of Equity Shares. The basis of allocation on a proportionate basis shall be finalised
in consultation with the Designated Stock Exchange.
Illustration of Allotment to QIBs and Mutual Funds (“MF”)
A. Issue Details
Sr. No.
1.
2.
3.
4.
Particulars
Issue size
Allocation to QIB (60%)
Of which:
a. Allocation to MF (5%)
b. Balance for all QIBs including MFs
No. of QIB applicants
No. of shares applied for
Issue details
100 million equity shares
60 million equity shares
3 million equity shares
57 million equity shares
10
250 million equity shares
B. Details of QIB Bids
S.No
1.
2.
3.
Type of QIB bidders#
No. of shares bid for (in million)
A1
A2
A3
4.
5.
6.
7.
8.
9.
10.
A4
A5
MF1
MF2
MF3
MF4
MF5
Total
# A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)
Triveni Infrastructure Development Company Limited
25
10
65
25
25
20
20
40
10
10
250
Page 213
C.
Details of Allotment to QIB Bidders/ Applicants
Type
of
bidders
QIB
Shares bid for
Allocation
of
3
million
Equity
Shares
to
MF
proportionately
(please see note 2
below)
(Number of equity shares in million)
Allocation of balance 57 Aggregate allocation to
million Equity Shares to MFs
QIBs proportionately
(please see note 4
below)
(I)
(II)
(III)
(IV)
(V)
A1
A2
A3
A4
A5
MF1
MF2
MF3
MF4
MF5
25
10
65
25
25
20
20
40
10
10
250
0
0
0
0
0
0.60
0.60
1.20
0.30
0.30
3.00
5.77
2.31
15.00
5.77
5.77
4.48
4.48
8.95
2.24
2.24
57.00
0
0
0
0
0
5.08
5.08
10.15
2.54
2.54
25.38
Please note:
1. The illustration presumes compliance with the requirements specified in the Draft Red Herring Prospectus in the
section titled “Issue Structure” beginning on page [●].
2.
Out of 60 million Equity Shares allocated to QIBs, 3 million (i.e. 5%) will be allocated on proportionate basis
among 5 Mutual Fund applicants who applied for 100 shares in QIB category.
3.
The balance 57 million Equity Shares (i.e. 60-3 (available for MFs)) will be allocated on proportionate basis
among 10 QIB applicants who applied for 250 Equity Shares (including 5 MF applicants who applied for 100
Equity Shares).
4.
The figures in the fourth column titled “Allocation of balance 57 million Equity Shares to QIBs proportionately” in
the above illustration are arrived as under:
•
For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 57 / 247
•
For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above) less Equity
Shares allotted ( i.e., column III of the table above)] X 57 / 247
•
The denominator for arriving at allocation of the balance 57 million Equity Shares to the 10 QIBs are reduced
by 2.5 million Equity Shares, which have already been allotted to Mutual Funds in the manner specified in
column III of the table above.
•
The numerator for arriving at allocation of balance 57 million Equity Shares to the Mutual Fund applicants is
reduced by the respective number of Equity Shares already allotted to each Mutual Fund in the manner
specified in column III of the table above.Funds in the manner specified in column III of the table above.
Payment of Refunds
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository ParticipantIdentification (DP ID) number and Beneficiary Account Number provided by them in the Bid cum Application Form, the
Registrar to the Issue will obtain from the Depository, the Bidders bank account details including the nine digit Magnetic
Ink Character Recognition (MICR) code as appearing on a cheque leaf. Hence, Bidders are advised to immediately update
their bank account details as appearing on the records of the depository participant. Please note that failure to do so could
result in delays in credit of refunds to Bidders at the Bidders sole risk and neither the BRLM nor our Company nor the
Escrow Collection Banks nor the Refund Banker nor the Registrar shall have any responsibility and undertake any liability
for the same.
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Page 214
Mode of making Refunds
The payment of refund, if any, would be done through various modes in the following order of preference:
ECS — Payment of refund would be done through ECS for applicants having an account at any of the following 60
centres Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur,
Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram, Baroda, Dehradun, Nashik, Panaji, Surat,
Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Pondicherry, Hubli, Tirupur, Sholapur, Ranchi, Agra,
Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur , Gorakhpur,
Jammu, Pune, Salem, Jamshedpur, Visakhapatnam, Mangalore, Coimbatore, Rajkot, Kochi/Ernakulam, Bhopal,
Madurai, Amritsar, Haldia, Vijaywada, Bhilwara and Indore. This mode of payment of refunds would be subject to
availability of complete bank account details including the nine-digit MICR code as appearing on a cheque leaf
from the Depository. The payment of refund through ECS is mandatory for applicants having a bank account at any
of the 60 centres named hereinabove, except where the applicant is otherwise disclosed as eligible to receive
refunds through direct credit or RTGS. Refunds through ECS may also be done at other locations based on
operational efficiency and in terms of demographic details obtained by Registrar from the depository participants.
NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever the
applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic
Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained
from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number
while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that
particular bank branch and the payment of refund will be made to the applicants through this method. The process
flow in respect of refunds by way of NEFT is at an evolving statge hence use of NEFT is subject to operational
feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds
would be made through any one of the other modes as discussed in the sections.
Our Company, in consultation with the BRLM and the Registrar may decide to use the National Electronic Funds
Transfer (‘‘NEFT’’) facility for payment of refunds.
Direct Credit—Applicants having their bank account with the Refund Banker shall be eligible to receive refunds, if
any, through direct credit. Charges, if any, levied by the Refund Bank(s) for the same will be borne by our
Company.
RTGS—Applicants having a bank account at any of the 60 centres detailed above, and whose Bid Amount exceeds
Rs. 1 million, shall have the option to receive refunds, if any, through RTGS. Such eligible applicants who indicate
their preference to receive refunds through RTGS are required to provide the IFSC code in the Bid cum Application
Form. In the event of failure to provide the IFSC code in the Bid cum Application Form, the refund shall be made
through the ECS or direct credit, if eligibility is disclosed. Charges, if any, levied by the Refund Bank(s) for the
same will be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit will be
borne by the applicant.
Please note that only applicants having a bank account at any of the 60 centres where clearing houses for ECS are
managed by the RBI are eligible to receive refunds through the modes detailed hereinabove. For all the other
applicants, including applicants who have not updated their bank particulars along with the nine-digit MICR Code,
the refund orders will be dispatched ‘‘Under Certificate of Posting’’ for refund orders of value up to Rs. 1,500 and
through Speed Post/Registered Post for refund orders of Rs. 1,500 and above. Some refunds will be made by
cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where
Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will
be payable by the Bidders.
Please note that only Bidders having a bank account at any of the 60 centres where clearing houses for ECS are
managed by RBI are eligible to receive refunds through the modes detailed in (a), (b) and (c) hereinabove. For all the
other Bidders, including Bidders who have not updated their bank particulars alongwith the nine digit MICR Code,
the refund orders would be despatched “Under Certificate of Posting” for refund orders of value up to Rs. 1,500 and
through Speed Post / Registered Post for refund orders of Rs. 1,500 and above.
For all the other Bidders excepts for whom payment of refund is possible through (a), (b) and (c) the refund orders would
be despatched “Under Certificate of Posting” for refund orders less than Rs. 1500 and through Speed Post/Registered Post
for refund orders exceeding Rs. 1500.
Triveni Infrastructure Development Company Limited
Page 215
Letters of allotment or refund orders
Our Company shall give credit to the beneficiary account with Depository Participants within two working days from the
date of the allotment of Equity Shares. Applicants having bank accounts at any of the 60 centres where clearing houses are
managed by the Reserve Bank of India (RBI) will get refunds through Electronic Credit Service (ECS) only, except where
applicant is otherwise disclosed as eligible to get refunds through direct credit or Real Time Gross Settlement (RTGS). In
case of other applicants, our Company shall ensure despatch of refund orders, if any, of value up to Rs. 1,500 by “Under
Certificate of Posting”, and shall dispatch refund orders of Rs. 1,500 and above, if any, by registered post or speed post.
Applicants to whom refunds are made through Electronic transfer of funds will be sent a letter (refund advice) through
“Under Certificate of Posting” intimating them about the mode of credit of refund within 15 days of closure of Issue.
Our Company shall ensure despatch of refund orders/refund advice, if any, by “Under Certificate of Posting” or registered
post or speed post or Electronic Clearing Service or Direct Credit or RTGS, as applicable, only at the sole or First Bidder’s
sole risk within 15 days of the Bid Closing Date/Issue Closing Date, and adequate funds for making refunds to unsuccessful
applicants as per the mode(s) disclosed shall be made available to the Registrar by the Issuer.
In accordance with the requirements of the Stock Exchanges and SEBI Guidelines, our Company undertakes that:
Allotment shall be made only in dematerialised form within 15 days from the Issue Closing Date;
Despatch of refund orders/ refund advice shall be done within 15 days from the Issue Closing Date; and
Our Company shall pay interest at 15% per annum (for any delay beyond the 15-day time period as mentioned
above), if allotment is not made, refund orders/ credit intimation are not despatched and in case where a refund is
made through electronic mode, the refund instructions have not been given to the clearing system, and demat credit
within the 15-day time prescribed above, provided that the beneficiary particulars relating to such Bidders as given
by the Bidders is valid at the time of the upload of the electronic transfer.
• Our Company will provide adequate funds required for the cost of despatch of refund orders/ refund advice/
allotment advice to the Registrar to the Issue.
Save and except refunds affected through the electronic mode i.e ECS, direct credit or RTGS, refunds will be made by
cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. The
bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the
Bidders.
•
•
•
Disposal of Applications and Application Monies and Refund Orders
Our Company shall ensure dispatch of allotment advice, refund orders (except for Bidders who receive refunds through
electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants and submit the
documents pertaining to the allotment to the Stock Exchanges within 2 (two) working days of date of Allotment. In case of
applicants who receive refund through ECS, direct credit or RTGS, the refund instruction will be given to the clearing
system within 15 days from the Bid/ Issue Closing Date. A suitable communication shall be sent to the bidders receiving
refunds through this mode within 15 days of Bid/ Issue Closing Date, giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund
Our Company shall dispatch refund orders, as per the procedure mentioned under section “Letters of allotment or refund
orders” on page no [●] of this Draft Red Herring Prospectus
We will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Issue.
We shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 7 (seven) working
days finalsation of the basis of allotment.
In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI (DIP) Guidelines we further
undertake that:
•
•
•
allotment of Equity Shares shall be made only in dematerialised form within 15 (fifteen) days of the Bid /Issue
Closing Date;
dispatch of refund orders within 15 (fifteen) days of the Bid /Issue Closing Date would be ensured; and
we shall pay interest at 15% (fifteen) per annum (for any delay beyond the 15 (fifteen)-day time period as
mentioned above), if Allotment is not made and refund orders are not dispatched and/or demat credits are not made
to investors within the 15 (fifteen)-day time prescribed above as per the guidelines issued by the Government of
India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter No.
F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBI’s
Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines.
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Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at
places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centers
will be payable by the Bidders.
No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision
Form. However, the collection centre of the Syndicate Member will acknowledge the receipt of the Bid cum Application
Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip
will serve as the duplicate of the Bid cum Application Form for the records of the Bidder.
Save and except refunds effected through the electronic mode i.e. ECS, NEFT, direct credit or RTGS, refunds will be made
by cheques, payorders, or demand drafts drawn on a bank appointed by us, as a refund bank, and payable at par at places
where Bids are received, except for bidders who have opted to receive refunds through the electronic facility. Bank charges
if any, for encashing such cheques, payorders or Demand drafts at other centres will be payable by the company.
Interest in case of delay in dispatch of allotment letters/making refunds
We agree that allotment of securities offered to the public shall be made not later than 15 days from the Bid/Issue Closing
Date. We further agree that we shall pay interest at 15% per annum if the allotment letters/refunds orders have not been
dispatched to the applicants within 15 days of the Bid/ Issue Closing Date or if in a case where refund or portion thereof is
made in an electronic manner, the refund instructions have not been given to the clearing system in a disclosed manner
within 15 days from the Bid/Issue Closing Date, provided that the beneficiary particulars relating to such Bidders as given
by the Bidders is valid at the time of the upload of the electronic transfer.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional days after revision of
Price Band. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by
notification to the BSE and NSE, by issuing a press release, and also by indicating the change on the web site of the
BRLM and at the terminals of the Syndicate.
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.”
Undertaking by our Company
We undertake as follows:
•
•
•
•
•
•
•
•
that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;
that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of
finalization of the basis of allotment;
that the funds required for making refunds to unsuccessful applicants as per the modes disclosed shall be made
available to the Registrar to the Issue by us;
that where refunds are effected through electronic transfer of funds, a suitable communication shall be sent to the
applicant within 15 days of closure of the Issue giving details of the bank where refunds shall be credited along
with the amount and expected date of electronic credit of the refund.
refunds shall be made as per the modes disclosed and allotment advice shall be dispatched to NRIs or FIIs within
the specified time.
that no further issue of Equity Shares shall be made, save and except as disclosed in the Draft Red Herring
Prospectus, till the Equity Shares issued through the Draft Red Herring Prospectus are listed or until the Bid monies
are refunded on account of non-listing, under-subscription etc
at any given time there shall be only one denomination for the shares of our Company
we shall comply with such disclosures and accounting norms as specified by SEBI from time to time.
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Utilization of Issue proceeds
The Board of Directors of our Company certifies that:
•
•
•
•
•
all monies received out of the Issue shall be transferred to a separate Bank Account other than the bank account
referred to in sub-section (3) of Section 73 of the Companies Act;
details of all monies utilized out of this Issue referred above shall be disclosed under an appropriate separate head in
the balance sheet of our Company indicating the purpose for which such unutilized monies have been invested;
Details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate head in the
balance sheet of our Company indicating the form in which such unutilized monies have been invested.
Our Company shall comply with the requirements of Clause 49 of the Listing Agreement in relation to the disclosure
and monitoring of the utilization of the proceeds of the Issue.
We shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares from
all the Stock Exchanges where listing is sought has been received.
Issue Programme
BID/ISSUE OPENS ON:
BID/ISSUE CLOSES ON:
[••], 2008
[••], 2008
Bids and any revision in Bids shall be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the
Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form except that on the
Bid/Issue Closing Date, Bids shall be accepted only between 10.00 a.m and 2.00 p.m (Indian Standard Time) and
uploaded till
(i) 3.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders and
(ii) 5.00 p.m which may be extended till such time as permitted by the NSE and the BSE, in case of Bids by Retail
Individual Bidders. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are
advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 1.00 p.m (Indian
Standard Time) on the Bid/Issue Closing Date.
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids
received by Retail Bidders after taking into account the total number of Bids received upto the closure of timings for
acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchange within half an
hour of such closure.
Bidders are cautioned that in the event a large number of Bids are received on the Bid/Issue Closing Date, as is typically
experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload,
such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids will only be accepted on
working days, i.e., Monday to Friday (excluding any public holiday).
Investors please note that as per letter no. List/smd/sm/2006 dated July 03, 2006 and letter no. NSE/IPO/25101-6 dated July
06, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and
Holidays as declared by the exchanges.
Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines.
The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the
immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the
Price Band.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after
revision of Price Band subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band
and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the NSE and the BSE,
by issuing a press release, and also by indicating the change on the websites of the BRLM and at the terminals of the
Syndicate.
The Price Band will be decided by our Company in consultation with the BRLM.
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Communications
All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue
quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, details of Depository Participant,
number of Equity Shares applied for, date of Bid form, name and address of the member of the Syndicate where the Bid was
submitted and cheque or draft, number and issuing bank thereof.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any Issue related problems such as nonreceipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, refund orders etc.
Restrictions on Foreign Ownership of Indian Securities
Foreign investment in Indian securities is regulated through the Industrial Policy and FEMA. While the Industrial Policy
prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian
economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless
specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without
any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investments.
Press Note No. 2 (2005 series), published by the Government of India has permitted foreign direct investment (“FDI”) of up
to 100% under the automatic route in townships, housing, built-up infrastructure and construction-development projects,
subject to certain conditions enumerated therein. A short summary of the conditions is as follows:
a) Minimum land area to be developed is 10 hectares in case of serviced housing plots and built up area of 50,000 square
meters in case of construction development projects. Where the development is a combination project, any one of the
two conditions would suffice.
b) Minimum capitalization of US$10 million for wholly owned subsidiary and US$5 million for a joint venture has been
specified and it is required to be brought in within six months of commencement of business of the company.
c)
Further, the original investment is not permitted to be repatriated before three years from completion of minimum
capitalization except with prior approval from FIPB.
d) At least 50% of the project is required to be developed within five years of obtaining all statutory clearances and the
responsibility for obtaining it is cast on the foreign investor. Further, the sale of undeveloped plots is prohibited.
For the purpose of this clause “undeveloped plots” have been defined to mean those plots where roads, water supply,
street lighting, drainage, sewerage, and other conveniences, as applicable under prescribed regulations, have not been
made available. It is necessary that the investor provides this infrastructure and obtains the completion certificate from
the concerned local body/service agency before he is allowed to dispose of serviced housing plots.
e)
Compliance with rules, regulations and bye-laws of state government, including land use requirements and provision of
community amenities and common facilities, municipal and local body has been mandated and the investor is given the
responsibility for obtaining all necessary approvals.
We have sought a confirmation from the Department of Industrial Policy and Promotion, Ministry of Commerce, GoI, by
way of a letter datedApril 22, 2008, that investment by FIIs registered with SEBI in the Equity Shares offered as part of
this Issue would not fall within the ambit of Press Note 2(2005 Series) issued by the GoI and will therefore not be subject
to the conditions specified therein.
Subscription by Non-Residents
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in the
United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, registration requirements of the Securities Act. Accordingly, the Equity Shares are only being
offered and sold outside the U.S. to certain person in offshore transactions in compliance with Regulations under the
Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
Until the expiry of 40 days after the commencement of the Issue, an offer or sale of Equity Shares within the United States
by a dealer (whether or not it is participating in the Issuer) may violate the registration requirements of the Securities Act.
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Each purchaser of the Equity Shares outside the United States pursuant to Regulations will be deemed to have represented
and agreed that it has received a copy of this Red Herring Prospectus and such other information as it deems necessary to
make an informed investment decision and that:
1) the purchaser acknowledges that the Equity Shares have not been and will not be registered under the Securities Act, or
with any securities regulatory authority of any state of the United States, and are subject to restrictions on transfer;
2) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity Shares, was
located outside the United States at the time the buy order for the Equity Shares was originated and continues to be
located outside the United States and has not purchased the Equity Shares for the account or benefit of any person in the
United Sates or entered into any arrangement for the transfer of the Equity Shares or any economic interest therein to
any person in the United States;
3)
the purchaser is not an affiliate of the Company or a person acting on behalf of such affiliate; and it is not in the
business of buying and selling securities or, if it is in such business, it did not acquire the Equity Shares from the
Company or an affiliate thereof in the initial distribution of the Equity Shares;
4) the purchaser is aware of the restrictions on the offer and sale of the Equity Shares pursuant to Regulations;
5) the purchaser is purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 of
Regulations; and
6) the purchaser acknowledges that the Company, the BRLM and their affiliates, and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such
acknowledgements, representations and agreements deemed to have been made by virtue of its purchase of the Equity
Shares are no longer accurate, it will promptly notify the Company, and if it is acquiring any of the Equity Shares as a
fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such
account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf
of such account.
There is no reservation for any FIIs or Eligible NRIs and such FIIs or Eligible NRIs will be treated on the same basis with
other categories for the purpose of allocation.
As per the current regulations, the following restrictions are applicable for investments by FIIs:
No single FII can hold more than 10% of our post-Issue paid up capital (i.e. 10% of 40,750,000 Equity Shares).
In respect of an FII investing in the Equity Shares on behalf of its sub-accounts, the investment on behalf of each subaccount shall not exceed 10% of our total issued capital or 5% of our total issued capital in case such sub-account is a
foreign corporate or an individual. As of now, the aggregate FIIs holding in our Company cannot exceed 24% of the total
issued capital of our Company.
Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of regulation
15A(1) of the SEBI (Foreign Institutional Investors) Regulations, 1995, an FII or its sub account may issue, deal or hold,
offshore derivative instruments such as participatory notes, equity-linked notes or any other similar instruments against
underlying securities listed or proposed to be listed in any stock exchange in India only in favour of those entities which are
regulated by any relevant regulatory authorities in the countries of their incorporation or establishment subject to compliance
of “know your client” requirements. An FII or sub-account shall also ensure that no further downstream issue or transfer of
any instrument referred to hereinabove is made to any person other than a regulated entity.
As per the current regulations, the following restrictions are applicable for investments by SEBI registered VCFs:
The SEBI (Venture Capital) Regulations, 1996 prescribe investment restrictions on venture capital funds registered with
SEBI. Accordingly, the holding by any VCF should not exceed 25% of the corpus of the VCF.
Under the SEBI (Venture Capital Funds) Regulations, 1996, a venture capital fund may raise monies from any investor,
whether (i) Indian, (ii) foreign or (iii) non-resident Indian, by way of issue of units. In this Issue, venture capital funds,
which have raised monies from foreign and non-resident Indian investors [i.e., categories (ii) and (iii) above] are not
eligible to participate.
As per the current regulations, OCBs and non-residents such as multilateral and bilateral development financial institutions
cannot participate in this Issue.
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The above information is given for the benefit of the Bidders. Our Company and the Book Runners are not liable for any
amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity
Shares bid for do not exceed the applicable limits under laws or regulations. However, we shall update this Red Herring
Prospectus and keep the public informed of any material changes in matters concerning our business and operations till the
listing and commencement of trading of the Equity Shares.
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SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY
2.
The Regulations contained in Table A in Schedule I to the Companies Act, 1956 shall not apply to the company and
the Regulations herein contained shall be the regulations for the management of the Company and for the observance
of its members and their representatives. They shall be binding on the Company and its members as if they are the
terms of an agreement between them.
SHARE CAPITAL
3.
The Authorized Share Capital of the Company is as mentioned in Clause V of the Memorandum of Association of the
Company.
4.
Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the Company for the
time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of
them to such persons, in such proportion and such terms and conditions and either at a premium or at par or (subject
to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to
time think fit and with the sanction of the Company in the General Meeting to give to any person or such time and for
such consideration as the Directors think fit, and with the sanction of the Company in the General Meeting to give to
any person or persons the option right to call for any shares either at par or premium during such time and for such
consideration as the Directors think fit, and may issue and allot shares in the capital of the Company on payment in
full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its
business and any shares which may also be allotted may be issued as fully paid up shares and if so issued, shall be
deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to any person or
persons without the sanction of the Company in the General Meeting. The Board shall cause to be made the returns as
to allotment provided for in Section 75 of the Act.
5.
Any application signed by or on behalf of an applicant for shares in the Company followed by an allotment of any
shares therein, shall be an acceptance of share within the meaning of these Articles; and every person who thus or
otherwise accepts any shares and whose name is on the register shall for the purpose of the Articles, be a member.
6.
(1)
(2)
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Sections
106 and 107 of the Act and whether or not the company is being wound up be varied with the consent in
writing of the holders of three fourth of the issued shares of the class or with a sanction of resolution passed at
a separate meeting of the holders of the shares of that class.
subject to the provisions of Section 170(2)(a) and (b) of the Act, to every such separate meeting, the provisions
of these regulations relating to meetings shall mutatis mutandis apply, but so that the necessary quorum shall
be five persons at least holding or representing by proxy or one-third of the issued shares of the class in
question.
7.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not unless
otherwise provided by the terms of issue of the shares of that class be deemed to be varied by the creation or issue of
further shares ranking pari passu therewith.
8.
(1)
The company may exercise the powers of paying commissions conferred by Section 76 of the Act, provided
that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the
manner required by the Section.
(2)
The rate of commission shall not exceed the rate of 5% (five percent) of the price at which the shares in respect
where of the same is paid are issued or an amount equal to 5% (five percent) of such price, as the case may be
and in the case of debentures 2.5% (two and a half percent) of the price at which the debentures in respect
where of the same is paid are issued or an amount equal to 2.5% (two and a half percent ) of such price, as the
case may be.
(3)
The commission may be satisfied by payment in cash or by allotment of fully or partly paid shares or partly in
one way and partly in the other.
(4)
The company may also on any issue of shares, pay such brokerage as may be lawful.
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9.
Subject to Section 187-C of the Act, no person shall be recognized by the company as holding any share upon any
trust and the company shall not be bound by or be compelled in any way to recognize (even when having notice
thereof) any equitable, contingent future or partial interest in any share or any interest in any fractional part of share
or any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
10.
(1)
11.
Every person whose name is entered as a member in the register of members shall be entitled to receive within
three months after allotment (or within such other period as the conditions of issue shall provide) or within one
month after the application for the registration of transfer is received by the Company.
(a)
One certificate for all his shares without payment, or
(b)
Several certificates, each for one or more of his shares, provided that any sub-division, consolidation or
splitting of certificates required in marketable lots shall be done by the company free of charge.
(2)
Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up
thereon.
(3)
In respect of any shares or shares held jointly by several persons, the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of the several joint holders shall be sufficient
delivery to all such holders.
If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for
endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may be issued
in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of the company and
on execution of such indemnity as the Company deem adequate, being given, an a new Certificate in lieu thereof shall
be given to the party entitled to such lost or destroyed Certificate. Every Certificate under the Article shall be issued
without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs. 2/- for each
certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in
replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for
endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulations or
requirements of any Stock Exchange or the Rules made under the act of the rules made under Securities Contracts
(Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.
The provisions of this Articles shall mutandis apply to debentures of the Company.
12.
The company agrees, that it will not charge any fees exceeding those, which may be agreed upon with the Stock
Exchange.
(i)
For issue of new certificates in replacement of those that are torn, defaced, lost or destroyed.
ii)
For sub-division and consolidation of shares and debentures certificates and for sub-division of Letter of
Allotment and Split, consolidation, renewal and Pucca Transfer Receipt into denominations other than those
fixed for the market units of trading.
13.
The Company may issue such fractional certificates as the Board may approve in respect of any of the shares of the
company on such terms as the Board thinks fit as to the period within which the fractional certificates are to be
converted into shares certificates.
14.
If any shares stand in the names of two or more persons, the person first named in the register or members shall, as
regards receipt of dividends, the service of notices and subject of the provision of these Articles, all or any other
matter connected with the Company except the issue of share certificates, voting meeting and the transfer of the
shares, be deemed the sole holder thereof.’
LIEN
15.
(1)
The Company shall have a first and paramount lien upon every share (not being a fully paid up share), for all
money (whether presently payable or not) called or payable at a fixed time in respect of that share. Unless
otherwise agreed the registration of transfer of share shall operate as a waiver of the Company’s lien, if any, on
such share. The Directors may at any time declare any shares to be wholly or in part to be exempt from the
provision of this article.
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(2)
16.
17.
18.
The Company’s lien, if any, on a share shall extend to all dividends/ bonuses payable thereon, subject to
Section 205A of the Act.
The company may sell, in such manner as the Board thinks fit, any share on which the Company has a lien provided
that no sale shall be made.
(a)
Unless a sum in respect of which the lien exists is presently payable or
(b)
Until the expiration of thirty days after a notice in writing demanding payment of such part of the amount, in
respect of which the lien exists as is presently payable, have been given to the registered holder for the time
being of the share or the person entitled thereto by reason of his death or insolvency and stating that amount so
demanded if not paid within the period specified at the Registered Office of the Company, the said shares shall
be sold.
(1)
To give effect to any such sale, the board may authorize some person to transfer the share sold to the purchaser
thereof.
(2)
The purchaser shall be registered as the shareholder of the shares comprised in any such transfer.
(3)
The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in reference to the sale.
(1)
The proceeds of the sale shall be received by the Company and applied in payment of the whole or a part of the
Company in respect of which the lien exist as presently payable.
(2)
The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares at the
date of sale, be paid to the person entitled to the shares at the date of the sale.
CALLS OF SHARES
19.
(1)
The Board of Directors may, from time to time, make calls upon the members in respect of money unpaid on
their shares (whether on account of the nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times.
(2)
Each member shall, subject to receiving at least thirty days notice specifying the time or times and place of
payment of the call money pay to the Company at the time or times and place so specified, the amount called
on his shares.
(3)
A call may be revoked or postponed at the discretion of the Board.
20.
A call shall be deemed to have been made at the time when the resolution of the board authorizing the call is passed.
Call money may be required to be paid by installments.
21.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
22.
(1)
If a sum called in respect of share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof up to the time
of actual payment at such rate of interest as the Board may determine.
(2)
The Board shall be at liberty to wave payment of any such interest wholly or in part.
(1)
Any sum which by terms of issue of shares become payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall for purpose these regulations, be
deemed to be a call duly made and payable on the date on which by terms of issue such sum becomes payable.
(2)
In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
23.
24.
Subject of the provisions of Section 92 and 292 of the Act, the Board: (a)
May, if it thinks fit, receive from any member willing to advance all or any part of the money uncalled and
unpaid upon any share held by him; and
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(b)
If it thinks fit, may pay interest upon all or any of the money received in advance on uncalled and unpaid
shares (until the same would but for such advance become presently payable) at such rate not exceeding, unless
the Company in general meeting shall otherwise direct, 9% (nine percent) per annum as may be agreed upon
between the Board and the members paying the sums or advances, Money so paid in advance shall not confer a
right of dividend or to participate in profits.
The members shall not be entitled to any voting rights in respect of the moneys so paid by them until the same
would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company.
25.
On the trial or hearing of any suit or proceedings brought by the company against any members or his representative
to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove
that the name of the defendant is or was, when the claim arose, on the Register of members of the Company as holder
or one of the holders of the member of shares in respect of which such claim is made and that the amount claimed is
not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the
Directors who resolved to make any call, nor that quorum of appointment of the Directors who resolved to make any
call, nor that quorum of Directors was present at the Board meeting at which any call was resolved to be made, nor
that the meetings at which any call was resolved to be made was duly convened or constituted nor any other matter,
but the poof of the matters aforesaid shall be conclusive evidence of the debt.
26.
Neither the receipt by the Company of a portion of any money which shall from time to time be due from any
member to the company in respect of his shares, either by way of principal or interest, nor any indulgence granted by
the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to
enforce a forfeiture of such shares as herein provided.
TRANSFER AND TRANSMISSION OF SHARES
27.
The company shall keep a “register of transfer”, and therein shall fairly and distinctly enter particulars of every
transfer or transmission of any share.
28.
(1)
The instrument of transfer of any share in the Company shall be executed by or on behalf of both the transfer
or transmission of any share.
(2)
The Transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
29.
The instrument of transfer shall be in writing and all the provisions of Section 108 of the Companies Act, 1956 and of
any statutory modification thereof for the time being shall be complied with in respect of all transfer of shares and
registration thereof.
30.
Unless the Directors decide otherwise, when an instrument of transfer is tendered by the transferee, before registering
any such transfer, the Directors shall give notice by letter sent by registered acknowledgement due post to the
registered holder that such transfer has been lodged and that unless objections is taken transfer will be registered. If
such registered holder fails to lodge an objection in writing at the office within ten days from the posting of such
notice to him, he shall be deemed to have admitted the validity of the said transfer. Where no notice is received by the
registered holder, the director shall be deemed to have decided not to give notice and in any event the non- receipt by
the registered holder of any notice shall not entitle him to make any claim of any kind against the company or the
Directors in respect of such non- receipt.
TRANSFER OF SHARES
31.
Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts (Regulation) Act,
1956, the Directors may at their own absolute and uncontrolled discretion and by giving reasons, decline to register or
acknowledge any transfer of shares whether fully paid up or not and the right of refusal, shall not be affected by the
circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall
within one month from the date on which the instrument of transfer was lodged with the Company, send to the
transferee and transferor notice of the refusal to register such transfer provided that registration of transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever except when the company has a lien on the shares. Transfer of shares/
debentures in whatever lot shall not be refused.
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32.
The Board may also decline to recognize any instrument of transfer unless:(a)
The instrument of transfer is accompanied by the certificate of the share to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(b)
The instrument is in respect of only one class of shares.
33.
All instruments of transfer which shall be registered shall be retained by the Company, but may be destroyed upon the
expiration of such period as the Board may from time to time determine. Any instrument of transfer which the Board
declines to register shall (except in any case of fraud) be returned to the person depositing the same.
34.
(1)
The registration of transfer may be suspended at such times and for such periods as the Board may, from time to
time, determine:
Provided that such registration shall not be suspended for more than forty- five days in the aggregate in any
year or more than thirty days at any one time.
(2)
There shall be no charge for:
(a)
(b)
(c)
(d)
(e)
Registration on transfer and transmission of shares or debentures
Sub-division and/ or consolidation of shares and debenture certificates and sub-division of letters of
allotment and split consolidation, renewal and pucca transfer receipts into denominations corresponding
to the market units of trading;
Sub-division of renouncible letters of Right;
Issue of new certificates in replacement of those which are decrepit or worn out or where the cages on
the reverse for recording transfers have been fully utilized.
Registration of any Power of Attorney, Letter of Administration Probate Succession Certificate,
Certificate of Death or Marriage or similar other documents.
TRANSMISSION OF SHARES
35.
36.
(1)
On the death of a member, the survivor or survivors where the member was a joint holder and his legal
representative where he was a sole holder shall be the only person recognized by the Company as having any
title to his interest in the shares.
(2)
Nothing in clause (1) shall release the estate of deceased joint holder from any liability in respect of any shares
which had been jointly held by him and other persons.
(1)
Any person becoming entitled to a share in consequence of the death or insolvency of a member may upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided elect, either.
(a)
(b)
37.
38.
To register himself as holder of the share; or
To make transfer of the shares as the deceased or insolvent member could have made.
(2)
The Board shall in either case have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had himself transferred the share before his death or insolvency.
(1)
If the person so becoming entitled, shall elect to be registered as holder of the share himself, he shall deliver or
sent to the Company a notice in writing signed by him stating that he so elects.
(2)
If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.
(3)
All the limitations, restrictions and provisions of these regulations relating to the right of transfer and the
registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member.
On the transfer of the share being registered in his name a person becoming entitled to a share by person of the death
or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled
he as the registered holder of the share and that he shall not, before being registered as a member in respect of the
share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the
Company.
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Provided that the Board may, at any time, given notice requiring any such person to elect either to register himself or
to transfer the share and if the notice is not complied 90 (ninety) days, the Board may thereafter withhold payment of
all dividends, bonus or other moneys payable in respect of the share, until the requirements have complied with.
39.
Where the company has knowledge through any of its principal officers within the meaning of Section 2 of the Estate
Duty Act, 1953 of the death of any member or of debenture holders in the company, shall furnish to the controller
within the meaning of such section, the prescribed particulars in accordance with the Act and rules made thereunder
and it shall not be lawful for the company to register the transfer of any share or debentures standing in the name of
the deceased, unless the transferor has acquired such shares for valuable consideration or a certificate from the
controller is produced before the company to the effect that the Estate Duty in respect of such shares or debentures
has been paid or will be paid or that none is due, as the case may be.
40.
The Company shall incur no liability whatever consequence of its registering or giving effect, to any transfer of share
made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the register of
members) to the prejudice of persons having or claiming any equitable right, title of interest to or in the said shares,
not with standing that the company may have had notice of such equitable right, title or interest or notice prohibiting
registration of such transfer and may have entered such notice or referred thereto, in any book of the Company, and
the company shall not be bound or required to regard or attend of give effect of any notice which may be given to it of
any equitable right, title or interest or be under any liability for refusing or neglecting so to do, though it may have
been entered or referred to in some book of the Company but the Company though not bound so to do, shall be at
liberty to regard and attend to any such notice and give effect thereto in if the Board shall so think fit.
41.
(1)
Any shareholder or debenture holder of the company, may at any time, nominate a person to whom his shares
or debentures shall vest in the event of his death in such manner as may be prescribed under the Act.
(2)
Where the shares or debentures of the Company are held by more than one person jointly, joint holders may
together nominate a person to whom all the right in the shares or debentures, as the case may be shall vest in
the event of death of all the joint holders in such manner as may be prescribed under the Act.
(3)
Notwithstanding anything contained in any other law for the time being in force or in any disposition whether
testamentary or otherwise, in respect of such shares in, or debentures of, the company, where a nomination
made in the prescribed manner purports to confer on any person the right to vest the shares in, or debentures of,
the company the nominee shall on the death of the shareholder or debenture holder or, as the case may be on
the death of the joint holders become entitled to all the rights, in relation to such shares or debentures, or as the
case may be, all the joint holders, in relation to such shares in, or debentures of the company to the exclusion
of all other persons, unless the nomination is varied or cancelled in the manner as may be prescribed under the
Act.
(4)
Where the nominee is a minor, it shall be lawful for the holder of the shares or debenture, to make the
nomination to appoint any person to become entitled to shares in or debentures of the company in the manner
prescribed under the Act, in the event of his death, during the minority.
FORFEITURE OF SHARES
42.
If a member fails to pay any call or installment of call, on the day appointed for payment thereof, the Board may, at
any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him
requiring payment of so much of the call or installment as is unpaid together with any interest which may have
accrued and all expenses that may have been incurred by the Company by reason of such non-payments.
43.
The notice aforesaid shall: -
44.
(a)
Name a further day (not earlier than the expiry of 30 (thirty) days from the date of service of notice) on or
before which the payment required by the notice is to be made; and
(b)
State that, in the event of non- payment on or before the day so named, the shares in respect of which the call
was made, will be liable to be forfeited.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has
been given may, at any time, thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the date of forfeiture, which shall be the date on which the resolution of the Board
is passed forfeiting the shares.
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45.
46.
47.
(1)
A forfeited share may be sold or otherwise disposed off on such terms and in such manner as the Board thinks
fit.
(2)
At any time before a sale or disposal, as aforesaid, the Board may annual the forfeiture on such terms as it
thinks fit.
(1)
A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but
shall, notwithstanding the forfeiture, remain liable to pay the Company all money which, at date of forfeiture,
were presently payable by him to the Company in respect of the shares together with interest thereon from the
time of forfeiture until payment at the rate of 9% (nine percent) per annum.
(2)
The liability of such person shall cease if and when the Company shall have received payments in full of all
such money in respect of the shares.
(1)
A duly verified declaration in writing that the declarant is a director or the secretary of the Company and that a
share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence
of the facts stated therein as against all persons claiming to be entitled to the shares.
(2)
The Company may receive the consideration, if any, given for the share on any sale or disposal thereof and
may execute a transfer share in favour of the person to whom the share is sold or disposed off.
(3)
The transferee shall there upon be registered as the holder of the share.
(4)
The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
48.
The provisions of these regulations as to forfeiture shall apply, in the case of non payment of any sum which, by
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if the same had been payable by virtue of a call duly made and notified.
49.
The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the
Company in respect of the share, and all other rights incidental thereto except only such of those rights as by these
Articles are expressly saved.
50.
Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers hereinabove given, the Board
may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be
entered in the Register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money and after his name has been entered in the Register in respect
of such shares, the validity, of the sale shall not be impeached by any person and the remedy of any person aggrieved
by the sale shall be in damages only and against the Company exclusively.
51.
Upon any sale, re-allotment or other disposal under the provisions of these Articles relating to lien or to forfeiture, the
certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and
void and of no effect. When any shares, under the power in that behalf herein contained are sold by the Board and the
certificate in respect thereof has not been delivered to the Company by the former holder of such shares, the Board
may issue a new certificate for such shares distinguishing it in such manner as it may think fit, from the certificate not
so delivered.
52.
The directors may, subject to the provisions of the Act, accept from any member on such terms and conditions as
shall be agreed, a surrender of his shares or stock or any part thereof.
53.
(2)
Either the Company or the investor may exercise an option to issue, deal in, hold the securities (including
shares) with a Depository in electronic form and the certificates in respect thereof shall be dematerialized, in
which event the right and obligations of parties concerned and matters connected therewith or incidental
thereof, shall be governed by the provisions of the Depositories Act, as amended from time or any statutory
modification thereto or re-enactment thereof time to time.
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Dematerialization of Securities
(3)
Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its
existing securities, rematerialize its securities held in the Depositories and/ or issue fresh securities in a
dematerialized from pursuant to the depositories Act and the rules framed hereunder, if any.
Options to receive security certificate or hold securities with Depository.
(4)
Every person subscribing to securities offered by the Company or holding securities of the Company shall have
the option either to receive security certificates or to hold the securities with a Depository. Where a person opts
to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of
the security, and on receipt of the information, the Depository shall enter in its record the name of the allottee
as the Beneficial Owner of that security.
Option to opt out in respect of any security
(10)
(a)
If a Beneficial Owner seeks to opt out a Depository in respect of any security, the Beneficial Owner
shall inform the Depository accordingly.
(b)
The Depository shall on receipt of intimation as above make appropriate entries in its records and shall
inform the Company.
(c)
The Company shall within thirty (30) days of the receipt of intimation from the Depository and on
fulfillment of such conditions and on payment of such fee as may be specified by the regulations, issue
the certificates of securities to the Beneficial Owner or the transferee as the case may be.
Register and Index of Beneficial Owners
(15)
The Company shall cause to be kept a Register and Index of members and a Register and Index of debentures
holders in accordance with sections 150, 151 and 152 of the Act respectively and the Depositories Act, with
details of shares and debentures held in material and dematerialized form in any media as may be permitted by
law including in any form of electronic media. The Register and Index of Beneficial Owners maintained by a
Depository under section 11 of the Depositories Act shall be deemed to be Register and Index of Members and
Register and Index of Debenture holders, as the case may be, for the purpose of the Act.
Register of Transfer
(16)
The Company shall keep a “register of transfer” and shall have recorded therein fairly and distinctly particulars
of every transfer or transmission of any share held in material form.
CONVERSION OF SHARES INTO STOCK
54.
55.
The Company may, by an ordinary resolution:(a)
Convert any paid-up shares into stock; and
(b)
Reconvert any stock into paid up shares of any denomination authorised by the regulations.
The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been transferred or
as near thereto as circumstances admit;
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so however, that such
minimum shall not exceed the nominal amount of the shares from which the stock arose.
56.
The holders of stock shall, according to the amount if stock held by them, have the same rights, privileges and
advantages as regards dividends, voting and meeting of the Company, and other matter, as if they held the shares
from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing
in shares, have conferred that privilege or advantage.
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57.
Such of the regulations of the Company (other than those relating to share warrants), as are applicable to paid-up
shares shall apply to stock and the words “shares and shareholder” in those regulations shall include “stock” and
“stockholders” respectively.
SHARE WARRANTS
58.
The Company may issue share warrants, subject to and in accordance with the provisions of Section 114 and 115 of
the Act and accordingly the Board may in its discretion, with respect to any share which is fully paid up, on
application in writing signed by the person registered as holder of the share and authenticated by such evidence (if
any) as the Board may, from time to time, require as to the identify of the person signing the application and on
receiving the certificate (if any of the share; and the amount of the stamp duty on the warrant and such fee as the
Board may, from time to time, require, issue a share warrant.
59.
(1)
The bearer of a share warrant may at any time deposit the warrant at the office of the Company and so long as
the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a
meeting of the Company and of attending and voting and exercising, the other privileges of a member at any
meeting held after the expiry of two clear days from the time of deposit as if his name were inserted in the
register of members as the holders of the share included in deposit warrant.
(2)
Not more than one person shall be recognized as depositor of the share warrant.
(3)
The company shall, on two days written notice, return the deposited share warrant to the depositor.
(1)
Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant, sign a requisition
for calling meeting of the Company or attend or vote exercise any other privilege of a member at a meeting of
the Company or be entitled to receive any notice from the Company.
(2)
The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if
he was named in the register of member as the holder of shares including the warrant and he shall be deemed to
be a member of the Company in respect thereof.
60.
61.
The Board may, from time to time, make rules as to the terms on which (if it think fit) a new share warrant or coupon
may be issued by way of renewal in case of defacement, loss or destruction of the original.
ALTERATION OF CAPITAL
62.
The Company may, from time to time, by ordinary resolution increase its share capital by such sum, to be divided
into shares of such amount, as the resolution shall specify.
63.
The Company may, by ordinary resolution in general meeting.
64.
(a)
Consolidate and divide all or any of its capital into shares of larger amounts than its existing shares.
(b)
Sub-divide its shares or any of them, into shares of smaller amounts than is fixed by the Memorandum of
Association, so however, that in the sub- division the proportion between the amount paid and the amount if
any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced
share is derived;
(c)
Cancel any share which, at the date of the passing of the resolution in that behalf, have not been taken or
agreed to be taken by any person and diminish the amount of its share capital by the amount of the share so
cancelled.
(1)
Where at the time after the expiry of two years from the formation of the Company or at any time after the
expiry of one year from the allotment of shares in the Company made for the first time after its formation,
whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further
shares either out of the unissued capital or out of the increased share capital then:(a)
(b)
Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity
shares of the Company, in proportion, as near as circumstances admit, to the capital paid up on those
shares at the date.
Such offer shall be made by a notice specifying the number of shares offered and limiting a time not less
than thirty days from the date of the offer and the offer if not accepted, will be deemed to have been
declined.
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(c)
(d)
(2)
(3)
(4)
The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce
the shares offered to them in favour of any other person and the notice referred to in sub-clause (b)
hereof shall contain a statement of this right. PROVIDED THAT the Directors may decline, without
assigning any reason to allot any shares to any person in whose favour any member may renounce the
shares offered to him.
After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the
person to whom such notice is given that he declines to accept the shares offered, the Board of Directors
may dispose off them in such manner and to such person(s) as they may think, in their sole discretion,
fit.
Notwithstanding anything contained in sub-clause (1) thereof, the further shares aforesaid may be offered to
any persons (whether or not those persons include the persons referred to in clause (a) of sub- clause (1)
hereof) in any manner whatsoever.
(a)
If a special resolution to that effect is passed by the Company in General Meeting, or
(b)
Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as
the case may be) in favour of the proposal contained in the resolution moved in the general meeting
(including the casting vote, if any, of the Chairman) by the members who, being entitled to do so, vote
in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by
members, so entitled and voting and the Central Government is satisfied, on an application made by the
Board of Directors in this behalf that the proposal is most beneficial to the Company.
Nothing in sub-clause (c) of (1) hereof shall be deemed:
(a)
To extend the time within which the offer should be accepted; or
(b)
To authorize any person to exercise the right of renunciation for a second time on the ground that the
person in whose favour the renunciation was first made has declined to take the shares comprised in the
renunciation.
Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option attached to the debenture issued or loans raised by the Company.
(1)
To convert such debentures or loans into shares in the Company; or
(2)
To subscribe for shares in the Company (whether such option is conferred in these Articles or
otherwise).
Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such
option and such term:
(a)
Either has been approved by the Central Government before the issue of the debenture or the raising
of the loans or is in conformity with the Rules, if any, made by that Government, in this behalf; and
(b)
In the case of debentures or loans or other than debentures issued to or loans obtained from the
Government or any institution specified by the Central Government in this behalf, has also been
approved by a special resolution passed by the Company in General Meeting before the issue of the
debentures or raising of the loans.
65.
The Company may, from time to time, by special resolution and on compliance with the provisions of Section 100 to
105 of Act, reduce its share capital and any capital reserve fund or share premium account.
66.
The Company shall have power to establish Branch Office, Subject to the provisions of Section 8 of the Act or any
statutory modification thereof.
67.
The Company shall have power to pay interest out of its capital on so much of shares which were issued for the
purpose of raising money to defray the expenses of the construction of any work or building or the provisions of any
plant for the company in accordance with the provisions.
68.
The Company, if authorized by a special resolution passed at a General Meeting may amalgamate or cause itself to be
amalgamated with any other person, or body corporate, subject however, to the provisions of Section 391 to 394 of
the Act.
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69.
Notwithstanding anything contained in these Articles, the Board of Directors may, when and if thought fit, buy back
such of the Company’s own shares or securities as it may think necessary, subject to such limits, upon such terms and
conditions, and subject to such approvals, as may be permitted by the law.
CONDUCT OF GENERAL MEETINGS
72.
No general meeting, annual or extra ordinary, shall be competent to enter upon, discuss or transact any business
which has not been stated in the notice by which it was convened or called.
73.
(1)
No business shall be transacted at any General Meeting, unless a quorum of members is present at the time
when the meeting proceed to business.
(2)
Save as otherwise provided in Section 174 of the Act, a minimum of five members present in person shall be a
quorum. A body corporate, being a member shall be deemed to be personally present if it is represented in
accordance with section 187 of the Act.
CONDUCT OF MEETINGS
74.
The Chairman, if any of the Board shall preside as Chairman at every general meeting of the Company.
75.
If there is no such Chairman or if he is not present within fifteen minutes of the time appointed for holding the
meeting or is unwilling to act as Chairman of the meeting, the director present shall elect one of themselves to be the
Chairman of the meeting.
76.
If at any meeting no Director is willing to act as Chairman or no Director is present within 15 (fifteen) minutes of the
time appointed for holding the meeting, the members present shall chose one of the members to be the Chairman of
the meeting.
77.
No business shall be discussed at any general meeting except the election of a chairman, while the chair is vacant.
78.
(1)
The Chairman may with the consent of any meeting at which a quorum is present and shall, if so directed by
the meeting, adjourn the meeting, from time to time and place to place.
(2)
No business shall be transacted at any adjourned meeting, other than the business left unfinished at the meting
from which the adjournment took place.
(3)
When a meeting is adjourned for thirty days or more, fresh notice of the adjourned meeting shall be given as in
the case of an original meeting.
(4)
Save as aforesaid, it shall not be necessary to give any notice of any adjournment or the business to be
transacted at an adjourned meeting.
79.
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the
show of hands takes places or at which the poll is demanded, shall be entitled to a second or casting vote.
80.
Any business other than that upon which a poll has been demanded, may be proceeded with, pending the taking of the
poll.
VOTES OF MEMBERS
81.
Subject to any rights or restrictions for the time being attached to any class or classes of shares:(a)
On a show of hands, every member present in person shall have one vote; and
(b)
On a poll, the voting rights of member shall be as laid in Section 87 of the Act.
82.
In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy, shall by accepted
to the exclusion of the votes of the other joints holders. For this purpose, seniority shall be determined by the order in
which the names of joint holders stand in the Register of members.
83.
A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll by his committee or other legal guardian, and any such
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committee or guardian may on poll, vote by proxy, provided that such evidence as the Board may require of the
authority of the person claiming to vote shall have been deposited at the office not less than 24 hours before the time
of holding the meeting or adjourned meeting at which such person claims to vote on poll.
84.
No member shall be entitled to vote at any general meeting unless all calls, and other sums presently payable by him
in respect of shares in the Company or in respect of shares on which the Company has exercise any right of lien, have
been paid.
85.
(1)
No objection shall be raised to be qualification of any voter, except at the meting or adjourned meeting at
which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for
all purposes.
(2)
Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision thereon
shall be final and conclusive.
86.
The instrument appointing a proxy and the power of attorney or other authority if any under which it is signed or a
notarially certified copy of that power of attorney shall be deposited at the registered office of the Company, not less
than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or in the case of a poll, not less than 24 hours before the time appointed for taking of the
poll, and in default the instrument of proxy shall not be treated valid.
87.
An instrument appointing a proxy shall be in either of the forms in Schedule IX of the Act in a form as near thereto as
circumstances admit.
88.
A vote in accordance with the terms of an instrument of proxy shall be valid notwithstanding the precious death or
insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed or the
transfer of the shares in respect of which the proxy is given, if no intimation in writing of such death, insanity,
revocation or transfer shall have been received by the Company at its office before the commencement of the meeting
or adjourned meeting at which the proxy is used.
BORROWING POWER
106. Subject to the provisions of Section 58A, 292 and 293 of the Act, and regulations made there under and directions
issued by the R.B.I., the Director may exercise all the power of the company to borrow money and to mortgage or
charge its undertaking, property (both present and future) and uncalled capital, or any part thereof and to issue
debentures, stock and other securities whether outright as security for any debt, liability or obligation of the Company
or of any third party.
107. Subject to the provisions of Section 372 A of the Act, and any other applicable provisions made thereunder the Board
is authorized, to pledge and/ or mortgage any of its assets, movable or immovable held as investment, stock or
otherwise as security and to guarantee the payment of money, unsecured or secured, or to become sureties for the
performance of any contracts or obligations with any bank, financial institution, private party, NBFC etc., for raising
any finance for itself or for securing any loan given to any other Company or body corporate as and when the Board
of Directors may deem fit.
108. The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms
and conditions in all respect as the Board may think fit and in particular by a resolution passed at the meeting of the
Board (and not by circulation) by the issue of debenture or Debenture Stock of the Company, charged upon all or any
of the property of the company (both present and future).
109. Any debenture, debenture stock or other securities may be issued at a discount, premium or otherwise, may be made
assignable free from any equities between the Company and person to whom the same may be issued and may be
issued on the condition that they shall be convertible into shares of any authorized denomination, and with privileges
and conditions as to redemption, surrender, drawings, allotment of shares, attending (but not voting) at general
meetings, appointment of Directors and otherwise, provided that Debentures with the right to allotment of or
conversion into shares shall not be issued except with the sanction or the Company in general meeting by a special
resolution.
110. All cheques, promissory notes, drafts, hundies, bill of exchange and other negotiable instruments and all receipts for
money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be,
by such person and in such manner as the Board may, from time to time, by resolution determine.
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DIVIDENDS AND RESERVES
127. The Company in General meeting may declare dividends but no dividend shall exceed the amount recommended by
the Board.
128. The Board may, from time to time, pay interim dividends to the members.
129. (1)
The Board may, before recommending any dividend, set aside out of the profits of the Company, such sums, as
it may think proper, as reserve or reserves which shall at the discretion of the Board, be applicable for any of
the purposes to which the profits of the Company may be properly applied, including provision for meeting
contingencies or for equalizing dividends and pending such applications may at the like discretion either be
employed in the business of the Company or be invested in such investments as the Board may, from time to
time, think fit.
(2)
The Board may also carry forward any profits which it may think prudent not to divide, without setting them
aside as a reserve.
130. (1)
Subjects to the rights of the persons, if any, holding shares with special rights as to dividends, and dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof
the dividend is paid.
(2)
No amount paid or credited as paid on a share in advance of calls shall be treated for the purposed of this
regulation as having been paid on the share.
(3)
All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is
issued on terms providing that it shall rank for dividend as from a particular date such share rank for dividend
accordingly.
131. The Board may deduct from any dividend payable to any member all sums of money, if any presently payable by him
to the Company on account of calls or otherwise in relation to the shares of the Company, subject to Section 205A of
the Act.
132. (1)
(2)
Any dividend, interest or other money payable in cash in respect of share may be paid by cheque or warrant
sent direct to the registered address of the holder or, in case of joint holders to the registered address of that one
of joint holders who is first named on the register of members, or to such person and to such address as the first
named holder or joint holders may in writing direct.
Every such cheque or warrant shall be made payable to the order of the person, to whom it is sent.
133. Any one of two or major joint holders of a share may give effectual receipts for any dividends, bonus or other money
payable in respect of such share.
134. Notice of any dividend that may have been declared shall be given to the person entitled to share therein in the
manner mentioned in the Act.
135. No dividend shall bear interest against the Company, irrespective of the reason for which it has remained unpaid. No
unclaimed dividends shall be forfeited by the Board and company shall comply with provisions of Section 205A of
the Companies Act, in respect of such share.
SECRECY
141. Subject to the provisions of law of land and the Act no member or other person (not being a Director) shall be entitled
to visit or inspect the Company’s works or office without the permission of the Board of Director or the Managing
Director to require discovery of any information respecting any details of the Company’s business, trading or
customers of any matter which is or may be in the nature of a trade secret, mystery of trade or secret process or any
other matter which may relate to the conduct to the business of the Company or which in the opinion of the Directors,
it will be inexpedient in the interest of the Company to disclose.
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WINDING UP
142. (1)
The Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company
and any other sanction required by the act, divide amongst the members, in specie or kind, the whole or any
part of the assets of the Company, whether they shall consist of property of same kind or not.
(3)
For the purpose aforesaid, the liquidator may set such values as he deems fair upon any property to be divided
as aforesaid any may determine how such division shall be carried out as between the members or different
classes of members.
(4)
The liquidator may, with like sanction, vest the whole or any part of such assets in trustee upon such trusts for
the benefit of the contributories as the liquidator, with the like sanction, shall think fit but so that no member
shall be compelled to accept any share or other securities whereon there is any liability.
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SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND MATERIAL DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or
entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material
have been entered or to be entered into by our Company. These contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered Office of our Company located at ‘7th Floor, Eros Corporate Tower, Nehru
Place, New Delhi – 110019’ from 10.00 a.m to 4.00 p.m. on working days from the date from the filing of this Draft Red
Herring Prospectus until the Bid/Issue Closing Date
Material Contracts
•
Engagement Letter dated October 13, 2007 for appointment of India Infoline Limited as Book Running Lead
Manager for the Issue.
•
Memorandum of Understanding dated April 14, 2008 signed among our Company and India Infoline Limited,
BRLM to the Issue.
•
Memorandum of Understanding dated February 08, 2008 signed between our Company and Bigshare Services Pvt.
Ltd., Registrar to the Issue.
•
Escrow Agreement dated [
], 2008 executed between our Company, the BRLM, the Registrar and the Escrow
Collection Bankers.
•
Syndicate Agreement dated [
], 2008 executed between our Company, the BRLM, Syndicate members and the
Registrar.
•
Underwriting Agreement dated [
], 2008 executed between our Company, the BRLM and the Syndicate
Members.
Material Documents
•
Certified true copy of the Memorandum and Articles of Association of our Company, as amended from time to
time.
•
Copy of the Shareholders’ resolution dated March 26, 2008 in relation to this Issue and other related matters.
•
Resolution of the Board of Directors dated February 29, 2008 in relation to this Issue and other related matters.
•
Power of Attorney executed by all our Directors of our Company, in favour of Company Secretary and Compliance
Officer Mr. Pradeep Kumar Sahoo for signing and making necessary changes to this Draft Red Herring Prospectus
and other related documents in relation to the IPO.
•
Consents of BRLM, Registrar to the Issue, Bankers to our Company, Bankers to the Issue, Legal Advisor to the
Issue, Expert to the Company for the Issue - For valuation of Projects, Auditors to our Company, Directors,
Company Secretary & Compliance Officer, as referred to, in their respective capacities.
•
Copy of Shareholders Resolution passed at the Extra-Ordinary General Meeting dated January 01, 2007 in relation
to the appointment of and fixing the terms of employment of Mr. Sumit Mittal as Chariman of our Company and
Copy of the Board Resolution dated April 01, 2008 for increase in remuneration.
•
Copy of Shareholders Resolution passed at the Extra-Ordinary General Meeting dated January 01, 2007 in relation
to the appointment of and fixing the terms of employment of Mr. Madhur Mittal as Managing Director of our
Company and Copy of the Board Resolution dated April 01, 2008 for increase in remuneration.
•
Copy of the Auditors Report dated March 27, 2008 issued by Statutory Auditors of our Company, M/s M. Mohan
& Co., Chartered Accountants, regarding restated financials of the Company for the last five years and for nine
months ending December 31, 2007.
•
Copy of Tax Benefit Statement dated March 05, 2008 prepared by the Statutory Auditors of our Company, M/s M.
Mohan & Co., Chartered Accountants.
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•
Copies of annual reports of our Company and our Subsidiaries for the past five financial years.
•
Copy of the Tripartite Agreement dated March 11, 2008 between NSDL, our Company and Registrar
•
Copy of the Tripartite Agreement dated March 13, 2008 between CDSL, our Company and Registrar.
•
In-principle listing approvals dated [
] and [
] from NSE and BSE respectively.
•
Due Diligence Certificate dated May 15, 2008 to SEBI from the BRLM.
•
SEBI observation letter no [
] dated [
]
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time
if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject
to compliance of the applicable laws.
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ANNEXURE – I: Independent Property Valuation Summary Report by Knight Frank
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