Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
P. 1
Future Ventures India Ltd

Future Ventures India Ltd

Ratings: (0)|Views: 715 |Likes:
Published by adhavvikas

More info:

Categories:Types, Research
Published by: adhavvikas on Mar 08, 2011
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

04/23/2013

pdf

text

original

 
DRAFT RED HERRING PROSPECTUS
Please read section 60B of the Companies Act, 1956 The Draft Red Herring Prospectus will be updated on filing with the RoC 
 100% Book Building IssueDated February 21, 2008
1
FUTURE VENTURES INDIA LIMITED
(Our Company was originally incorporated as Subhikshith Finance & Investments Limited on July 10, 1996 under the Companies Act, 1956. We became a private limited company on September 17, 2001 and the name of our Company was subsequently changed to Subhikshith Finance & Investments Private Limited. The name of our Company was again changed to Future Ventures IndiaPrivate Limited on August 9, 2007 and the word “private” was deleted on September 7, 2007 upon the Company ceasing to be a private limited company. For details of changes in the name andregistered office of our Company, please refer to “History and Certain Corporate Matters” beginning on page [●] of this Draft Red Herring Prospectus)
Registered Office:
Door No. 6/18, Plot No. 18/1, Nanganallur Co-operative Building Society, 17
th
Street, Nanganallur, Chennai – 600 061Tel: (91 44) 2852 3075; Fax: (91 44) 4263 4167
Corporate Office:
FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013Tel: (91 22) 4043 6000; Fax: (91 22) 4043 6068
Contact Person:
Gurmeet Singh Mission, Assistant Company Secretary and Compliance Officer Tel: (91 22) 4043 6000; E-mail: investor.care@futureventures.in
PUBLIC ISSUE OF 3,736,156,300
 
EQUITY SHARES OF Rs. 10 EACH OF FUTURE VENTURES INDIA LIMITED (“FVIL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [
] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE) AGGREGATING Rs. [
] CRORE (THE “ISSUE”).THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 2,660,750,000 EQUITY SHARES AGGREGATING RS. [●] CRORE (THE “NET ISSUE”), A RESERVATION FOR ELIGIBLE EMPLOYEES OF UP TO 50,000,000 EQUITY SHARES AGGREGATING Rs. [●] CRORE, A RESERVATION FOR ELIGIBLE SHAREHOLDERS OF PANTALOONRETAIL (INDIA) LIMITED OF UP TO 250,000,000 EQUITY SHARES AGGREGATING Rs. [●] CRORE AND A PROMOTER’S CONTRIBUTION OF 775,406,300 EQUITYSHARES AGGREGATING Rs. [●] CRORE. THE ISSUE WILL CONSTITUTE 93.40 % OF THE POST-ISSUE PAID-UP CAPITAL OF THE COMPANY AND THE NET ISSUEWILL CONSTITUTE 66.52 % OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY.*
*
The Company is considering a Pre-IPO placement with certain investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of the Company. The Company will complete theissuance, if any, of such Equity Shares prior to the filing of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size offered to the public will be reduced tothe 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 EACHTHE ISSUE PRICE
I
S [●] TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND [●] TIMES THE FACE VALUE AT THE HIGHER END OF THEPRICE BAND
.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited(“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the BRLMs and CBRLMs and at the terminals of theSyndicate Members.The Issue is being made through the 100% Book Building Process wherein at least 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers(“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. If at least 50% of the Net Issue cannot be allotted to the QIBs, then the entire applicationmoney will be refunded forthwith. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or abovethe Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will beavailable for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If, as a result of the Pre-IPO Placement, the Issue sizeis reduced to an extent such that the Issue constitutes less than 25% of the post Issue paid-up capital of the Company, then in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules,1957, the Issue would be made through the 100% Book Building Process wherein at least 60% of the Net Issue would be Allotted on a proportionate basis to QIBs out of which 5% shall beavailable for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bidsbeing received from them at or above the Issue Price. Further, not less than 10% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not lessthan 30% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.
RISK IN RELATION TO FIRST ISSUE
This being the first 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 Equity 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. The Issue Price (as determined by the Company in consultation with the BRLMs and CBRLMs on the basis of assessment of market demand for the Equity Shares by way of book building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. Noassurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
IPO GRADING
This Issue has been rated by [●] as [●] (pronounced [●]) indicating [●]. For details see the section titled “General Information” beginning on page [●] of this Draft Red Herring Prospectus andrefer to “Annexures” beginning on page [●] of this Draft Red Herring Prospectus.
 GENERAL RISKS
Investments in equity and equity-related securities involve a high 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. Before taking an investment decision, investors must rely on their ownexamination of the 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” beginningon page [●] of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Company and theIssue, 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 anymaterial respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make 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 ARRANGEMENT
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the NSE and BSE. We have received an ‘in-principle’ approval from
 
the NSE and the BSE, for thelisting of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange is [●].
 
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THEISSUE
JM FINANCIALCONSULTANTSPRIVATE LIMITED
141, Maker Chambers IIINariman PointMumbai 400 021, IndiaTel: (91 22) 6630 3030Fax: (91 22) 2204 7185Email: fvil.ipo@jmfinancial.inInvestor Grievance Email:grievance.ibd@jmfinancial.inWebsite:
 
www.jmfinancial.inContact Person:
 
Ms. PoonamKarandeSEBI Registration No:INM000010361
ENAM SECURITIESPRIVATE LIMITED
801, Dalamal TowersNariman PointMumbai 400 021, IndiaTel: (91 22) 6638 1800Fax: (91 22) 2284 6824Email: fvil.ipo@enam.comInvestor Grievance Email:complaints@enam.comWebsite: www.enam.comContact Person: Ms. LakhaNair SEBI Registration No:INM000006856
KOTAK MAHINDRA CAPITALCOMPANY LIMITED
3
rd
Floor, Bakhtawar, 229Nariman PointMumbai 400 021, IndiaTel: (91 22) 6634 1100Fax: (91 22) 2284 0492Email: fvil.ipo@kotak.comInvestor Grievance Email:kmccredressal@kotak.comWebsite: www.kotak.comContact Person: Mr. ChandrakantBholeSEBI Registration No: INM000008704
ICICI SECURITIES LIMITED
ICICI Centre, H. T. Parekh Marg,ChurchgateMumbai 400 020, IndiaTel: (91 22) 2288 2460/70Fax: (91 22) 2282 6580Email:futureventures_ipo@isecltd.comInvestor Grievance Email:customercare@isecltd.comWebsite: www.icicisecurities.comContact Person: Mr. MaheshNatarajanSEBI Registration No: INM000011179
EDELWEISS CAPITALLIMITED
14
th
Floor, Express TowersNariman PointMumbai 400 021, IndiaTel: (91 22) 2286 4400Fax: (91 22) 2288 2119Email: fvil.ipo@edelcap.comWebsite: www.edelcap.comContact Person: Mr. Pallav ShahSEBI Registration No: INM000010650
 
INTIME SPECTRUMREGISTRY LIMITED
 C 13, Pannalal Silk MillsCompoundLBS Marg, Bhandup (West)Mumbai 400 078, IndiaTel: (91 22) 2596 0320Fax: (91 22) 2596 0329Email:fvil.ipo@intimespectrum.comWebsite:www.intimespectrum.comContact Person: Mr. SachinAchar SEBI Registration No:INR000003761
BID/ISSUE PROGRAMMEBID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●]
 
 1
TABLE OF CONTENTSDEFINITIONS AND ABBREVIATIONS......................................................................................i
 
CERTAIN CONVENTIONS; USE OF MARKET DATA..........................................................x
 
FORWARD-LOOKING STATEMENTS...................................................................................xii
 
RISK FACTORS..........................................................................................................................xiii
 
SUMMARY......................................................................................................................................1
 
SUMMARY FINANCIAL INFORMATION ...............................................................................5
 
THE ISSUE......................................................................................................................................9
 
GENERAL INFORMATION.......................................................................................................10
 
CAPITAL STRUCTURE .............................................................................................................20
 
OBJECTS OF THE ISSUE..........................................................................................................28
 
BASIS FOR ISSUE PRICE..........................................................................................................31
 
BUSINESS .....................................................................................................................................43
 
REGULATIONS AND POLICIES..............................................................................................57
 
HISTORY AND CERTAIN CORPORATE MATTERS...........................................................65
 
OUR MANAGEMENT.................................................................................................................82
 
OUR PROMOTERS .....................................................................................................................92
 
OUR PROMOTER GROUP......................................................................................................105
 
RELATED PARTY TRANSACTIONS ....................................................................................172
 
DIVIDEND POLICY..................................................................................................................178
 
FINANCIAL STATEMENTS....................................................................................................179
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS...................................................................................................203
 
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS.............................216
 
GOVERNMENT APPROVALS................................................................................................223
 
OTHER REGULATORY AND STATUTORY DISCLOSURES...........................................224
 
TERMS OF THE ISSUE............................................................................................................235
 
ISSUE STRUCTURE..................................................................................................................238
 
ISSUE PROCEDURE.................................................................................................................242
 
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .....................269
 
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION...................................................270
 
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION................................298
 
DECLARATION.........................................................................................................................301
 
 
 i
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies, the following terms have the meaning given below:
General
Term Description
“We”, “us”, “our”, “theIssuer”, “the Company”and “our Company”refers to Future Ventures India Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Door No.6/18, Plot No. 18/1, Nanganallur Co-operative Building Society, 17
th
 Street, Nanganallur, Chennai – 600 061
Company Related TermsTerm Description
Articlesmeans the Articles of Association of our Company, as amended fromtime to timeAdjusted Net Worth/ANW means the total assets of the Company, less all its liabilities includingloan capital; provided that traded / liquid investments will be marked tomarket and unlisted / illiquid investments will be valued at the lower of cost or Fair Market Value. With reference to any specific fiscal year, theANW means the ANW calculated as per the last audited balance sheet of the Company, unless specified otherwiseAdvisory Committee means the advisory committee comprising the CEO of the Consultant,CFO of the Consultant and at least two other persons, in accordance withthe Consulting and Advisory Services AgreementAuditors means the statutory auditors of our Company, M/s Deloitte Haskins andSells, Chartered AccountantsBoard/Board of Directors means the Board of Directors of our CompanyBusiness and InvestmentPolicymeans the policy formulated by the Company and approved by the Boardof Directors, setting out the guidelines pursuant to which the Companyshall acquire assets; the key terms of which are annexed as Schedule II tothe Consulting and Advisory Services AgreementBusiness Opportunity means
 
an
 
opportunity for participating in a Business Venture or acquiringan asset by the Company, that is identified by FCH in terms of theConsulting and Advisory Services Agreement on its own or through thirdparty advisors or referred by the Company, but excludes BusinessVentures where the value of the venture is less than Rs. 30 crore andwherein the Company has operational controlBusiness Ventures are those ventures in which the Company exercises operational control or has significant influence, by virtue of being the promoter or by acquiringinterest thereinConsultant means Future Capital Holdings Limited in accordance with Consultingand Advisory Services AgreementConsulting and AdvisoryServices Agreementmeans the Consulting and Advisory Services Agreement dated February20, 2008 between the Company and FCHDirectorsmeans Directors of the CompanyEC or Executive Committee means the sub-committee of the Board of Directors, constituted in themanner set out under the Business and Investment Policy, with suchfunctions as are more particularly set out in the Business and InvestmentPolicyEvaluation Memorandum means the detailed memorandum in terms of the Consulting andAdvisory Services AgreementExcluded Assetsmeans the Business Ventures that are acquired by the Company from any

Activity (5)

You've already reviewed this. Edit your review.
1 hundred reads
1 thousand reads
Jaivir Dangi liked this
Jaivir Dangi 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)//-->