Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Save to My Library
Look up keyword or section
Like this
4Activity
P. 1
A Rss

A Rss

Ratings: (0)|Views: 2,676|Likes:
Published by satyendra chatyur

More info:

Published by: satyendra chatyur on Jul 22, 2010
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

03/01/2013

pdf

text

original

 
CMYK CMYK
ARSS INFRASTRUCTURE PROJECTS LIMITED
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The Face Value of the EquityShares is Rs.10 per Equity Share and the Issue Price is
[
]
times the Face Value. The Issue Price (as determined and justified by the Issuer, in consultation with theBRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process) should not be taken to be indicative of the marketprice 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 the Companyor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment 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 the Issuer and the Issue including the risk involved. The Equity Shares issued in the Issue have not been recommendedor approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents 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.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard tothe 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 allmaterial 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, theomission 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 anymaterial respect
IPO GRADING
The Issue has been graded
[
]
by Credit Analysis and Research Limited (“
CARE
”), a credit rating agency registered with the SEBI. For details of the grading of theIssue, see the section “General Information” beginning on page
[
]
of this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (“
BSE
”) and National Stock Exchange of India Limited (“
NSE
”). Our Company has received the in-principle approval for listing of our equity shares from BSE and NSE pursuant to letters dated [
]& [
] respectively. For purposes of this Issue, the Designated Stock Exchange is BSE
.
In case of revision in the Price Band, the Bidding Period/Issue Period will be extended for three additional working days after such revision, subject to the total BiddingPeriod/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period/Issue Period, if applicable, will be widelydisseminated by notification to the Bombay Stock Exchange Limited (the “
BSE
”) and the National Stock Exchange of India Limited (the “
NSE
”),
 
by issuing a pressrelease and also by indicating the change on the website of Book Running Lead Managers (the “
BRLM
s”) and the terminals of the members of Syndicate.In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957, (“
SCRR
”), this being an Issue for less than 25% of the post-Issue equity share capital therefore,this Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be mandatorily allocated on a proportionate basis to QIBs asspecified in Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. 5% of the QIB Portion shall be available for allocation on aproportionate basis to Mutual Funds only and the remaining QIB Portion shall be available for allocation to all the QIB Bidders, including Mutual Funds, subject tovalid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allocated to QIB Bidders, then the entire application money will be refunded.Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Issue shall beavailable for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price.
BOOK RUNNING LEAD MANAGER
BID / ISSUE PROGRAMMEBID / ISSUE OPENS ON
:
[
]
BID / ISSUE CLOSES ON :
[
]
(Our Company was originally incorporated as ARSS Stones Private Limited on May 17, 2000 under the Companies Act, 1956 with its registered office at
 
N-1/93, IRC Village, Nayapalli, Bhubaneswar-751010,Orissa. The registered office of our Company was shifted to the Plot No. 38, Sector –A, Zone- D, Mancheswar Industrial Estate, Bhubaneswar-751010 with effect from July 1, 2003. The name of our Company waschanged to ARSS Infrastructure Projects Private Limited with effect from May 20, 2005. Our Company was converted to a public limited company pursuant to a special resolution of the shareholders passed at theExtraordinary General Meeting held on November 15, 2005 and the Registrar of Companies, Orissa issued a fresh certificate of incorporation on April 3, 2006 in the name of ARSS Infrastructure Projects Limited.)
Registered Office:
Plot No. 38, Sector –A, Zone- D, Mancheswar Industrial Estate, Bhubaneswar-751010.
Tel:
+ 91- 674-2588554 / 52;
Fax:
+ 91- 674-2585074
Corporate Office:
Plot No-141, SBI Colony, Paschim Vihar, New Delhi-110063
. Tel:
+ 91-11-45538638;
Fax:
+ 91-11-25287357.
Website:
www.arssgroup.in;
E-mail:
ipo@arssgroup.in.
Contact Person:
Mr. Bibhuti Bhusan Sahoo, Company Secretary and Compliance Officer
REGISTRAR TO THE ISSUE
IDBI CAPITAL MARKET SERVICES LIMITED
5
th
Floor, Mafatlal Centre, Nariman Point,Mumbai – 400 021Tel.: +91-22-2289 7524/21Fax: +91-22-2283 8782Website: www.idbicapital.comE-Mail: arss.ipo@idbicapital.comInvestors Greviance Id: redressal@idbicapital.com
Contact person : Ms. Meenakshi Kaushik / Mr. Indrajit Bhagat
SEBI Registration No:- INM000010866
BIGSHARE SERVICES PRIVATE LIMITED
E/2, Ansa Industrial Estate,Sakivihar Road, Sakinaka,Andheri (E), Mumbai - 400 072Tel: +91-22-2847 0652, 4043 0200Fax: +91-22-2847 5207Website: www.bigshareonline.comE-Mail: ipo@bigshareonline.comContact person: Mr. Ashok ShettySEBI Registration No:-INR000001383PUBLIC ISSUE OF [
] EQUITY SHARES OF RS. 10/- EACH (“EQUITY SHARES”) OF ARSS INFRASTRUCTURE PROJECTS LIMITED (“ARSS” OR THE“COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [
] PER EQUITY SHARE AGGREGATING UPTO RS. 12000 LACS (“ISSUE”). THE ISSUEWILL CONSTITUTE [
] % OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF OUR COMPANY.PRICE BAND: RS. [
] TO RS. [
] PER EQUITY SHARE OF FACE VALUE RS. 10 EACH.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 OFTHE PRICE BAND
DRAFT RED HERRING PROSPECTUS
Please read Section 60B of the Companies Act, 1956Dated February 22,
 
2008(The Draft Red Herring Prospectus will beupdated upon RoC filing)
100% Book Building Issue
SBI CAPITAL MARKETS LIMITED
202, Maker Tower, ‘E’,Cuffe Parade,Mumbai – 400 005.Tel: +91- 22-22188527Fax: +91- 22-2218 8332Website: www.sbicaps.comE-Mail:arss.ipo@sbicaps.comInvestors Greviance Id: Investor.relations@sbicaps.comContact person: Ms. Neha NagpalSEBI Registration No:- INM000003531
 
 
TABLE OF CONTENTS
CONTENTS PAGE NO.SECTION I: GENERAL INFORMATION
DEFINITIONS AND ABBREVIATIONS ------------------------------------------------------------------- ICERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL AND MARKET DATA ------ VIIFORWARD-LOOKING STATEMENTS -------------------------------------------------------------------- VIII
SECTION II: RISK FACTORS -
------------------------------------------------------------------------------
 
IX
SECTION III: INTRODUCTION
SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGIES ------------------------------- 1SUMMARY OF FINANCIAL INFORMATION ----------------------------------------------------------- 5THE ISSUE ------------------------------------------------------------------------------------------------------- 8GENERAL INFORMATION----------------------------------------------------------------------------------- 9CAPITAL STRUCTURE --------------------------------------------------------------------------------------- 16OBJECTS OF THE ISSUE ------------------------------------------------------------------------------------- 25BASIS FOR ISSUE PRICE ------------------------------------------------------------------------------------ 30STATEMENT OF TAX BENEFITS -------------------------------------------------------------------------- 32
SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW -------------------------------------------------------------------------------------- 38OUR BUSINESS ------------------------------------------------------------------------------------------------- 45KEY REGULATIONS AND POLICIES ---------------------------------------------------------------------- 66HISTORY AND CORPORATE STRUCTURE ------------------------------------------------------------- 71OUR MANAGEMENT ----------------------------------------------------------------------------------------- 80OUR PROMOTERS AND PROMOTER GROUP -------------------------------------------------------- 93
SECTION V – FINANCIAL INFORMATION
FINANCIAL STATEMENT ----------------------------------------------------------------------------------- 98GROUP COMPANIES ----------------------------------------------------------------------------------------- 131MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS ---------------------------------------------------------------------------------136FINANCIAL INDEBTEDNESS ------------------------------------------------------------------------------ 150
SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ----------------------------- 155GOVERNMENT APPROVALS ------------------------------------------------------------------------------- 180OTHER REGULATORY AND STATUTORY DISCLOSURES ---------------------------------------- 183
SECTION VII – ISSUE RELATED INFORMATION
BASIC TERMS OF THE ISSUE ------------------------------------------------------------------------------ 191ISSUE STRUCTURE ------------------------------------------------------------------------------------------- 194ISSUE PROCEDURE ------------------------------------------------------------------------------------------ 196
SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
222
SECTION IX - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION --------------------------------- 239DECLARATION ------------------------------------------------------------------------------------------------ 241
 
i
SECTION I: GENERAL INFORMATION
DEFINITIONS AND ABBREVIATIONS
General terms
Term Description
“We”, “us”, “our”, “theCompany” and “ourCompany”Unless the context otherwise indicates or implies, refers to ARSS Infrastructure Projects Limited.
Company related terms
Term Description
Articles/ Articles of AssociationThe Articles of Association of ARSS Infrastructure Projects LimitedAuditors The Statutory Auditors of our Company namely M/s P.A. & Associates, Chartered Accountants.
Board / Board of Directors / Director(s)
Board of Directors of ARSS Infrastructure Projects Limited unless otherwise specified.Memorandum/ Memorandum of AssociationThe Memorandum of Association of ARSS Infrastructure Projects LimitedOrder Book Estimated revenues from projects(i)
 
awarded to us on a prior date and in respect of which we have entered into agreements orhave letters of award or work orders; and(ii) for which we have commenced work but not recognized revenue under the percentage of completion method or for which work has not yet commenced.Registered Office of ourCompanyPlot No. 38, Sector –A, Zone- D, Mancheswar Industrial Estate, Bhubaneswar-751010 Orissa
.
 ROC/RoC Registrar of Companies, Orissa with its address at Chalachitra Bhawan, 2nd Floor, Buxi Bazar,Cuttack 753 001, Orissa.
Issue Related Terms
Term Description
Allotment/ Allotment of Equity Shares/AllotUnless the context otherwise requires, the issue and allotment of Equity Shares pursuant to thisIssue.Allottee(s) The successful bidder to whom the Equity Shares are/ have been issued.Banker(s) to the Issue
[
]
 Bid An indication to make an offer made during the Bidding Period by a prospective investor tosubscribe to the Equity Shares of our Company at a price within the Price Band, including allrevisions and modifications thereto.Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable bythe Bidder on submission of the Bid for this IssueBid/ Issue Closing Date The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified in awidely circulated English national newspaper, Hindi national newspaper and Oriya Newspaper withwide circulation.Bid-cum-ApplicationFormThe form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of ourCompany and which will be considered as the application for allotment in terms of the Red HerringProspectusBid/ Issue Opening Date The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the datenotified in widely circulated English national newspaper and Hindi national newspaper and Oriyanewspaper with wide circulation.Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring ProspectusBid/ Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of bothdays and during which prospective Bidders can submit their BidsBook Building Process Book building procedure as provided under Chapter XI of the SEBI Guidelines, in terms of whichthis Issue shall be madeBrokers to this Issue Brokers registered with any recognized Stock Exchange, appointed by the Members of the SyndicateBRLMs/ Book RunningLead ManagersBook Running Lead Managers to this Issue, in this case being IDBI Capital Market Services Limitedand SBI Capital Markets LimitedCAN/ Confirmation of Allocation NoteThe note or advice or intimation of allocation of Equity Shares sent to the Bidders who have beenallocated Equity Shares in the Book Building ProcessCap Price The higher end of the Price Band, above which the Issue Price will not be finalized and above whichno Bids will be acceptedCut-off Price The Issue Price to be finalized by our Company in consultation with the BRLMs

Activity (4)

You've already reviewed this. Edit your review.
1 hundred reads
1 thousand reads
Fernando Becerra liked this
Meghhs liked this

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->