Milestone Capital Advisors Limited
(The Company was originally incorporated as Skyzen Investment Advisors Private Limited on June 7, 2005 at Mumbai as a private limited company under the Companies Act, 1956. For details of
changes in the name and registered ofce of the Company, please see the section “History and Certain Corporate Matters” on page 83.)
Registered and Corporate Ofce:
602, Hallmark Business Plaza, Sant Dyaneshwar Marg, Opp. Guru Nanak Hospital, Bandra (East), Mumbai 400 051
+91 22 42357000;
+91 22 42357077
: Ravindra Gupta, Company Secretary and Compliance Ofcer
+91 22 42357000;
+91 22 42357077;
PROMOTERS OF THE COMPANY:
VED PRAKASH ARYA AND MILESTONE FINCAP SERVICES PRIVATE LIMITED
PUBLIC ISSUE OF 4,285,715 EQUITY SHARES OF FACE VALUE OF Rs. 10 EACH OF MILESTONE CAPITAL ADVISORS LIMITED (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 TORs. [●] MILLION (THE “ISSUE”). THE ISSUE WILL CONSTITUTE 30.00% OF THE POST ISSUE PAID UP CAPITAL OF THE COMPANY.
The Company is also considering a Pre-IPO Placement of up to714,200 Equity Shares and aggregating up to Rs.400.00 million with certain investors (“Pre-IPO Placement”). The Company will complete the issuance
of such Equity Shares, if any, prior to the ling of the Red Herring Prospectus with the RoC. If the Pre-IPO Placement is completed, the Issue size would be reduced by the extent of such Pre-IPO Placement, subject toa minimum Issue size of 25% of the post Issue paid-up equity capital being offered to the public.
THE FACE VALUE OF EQUITY SHARES IS Rs. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATIONWITH THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.
In case of any revision in the Price Band, the Bid/Issue Period will be extended by three additional Working Days after revision of the Price Band, subject to the Bid/Issue Period notexceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notication to the Bombay Stock ExchangeLimited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running LeadManagers (“BRLMs”) and at the terminals of the Syndicate Members.In terms of Rule 19(2) (b) (i) of the Securities Contracts Regulations Rules, 1957 (“SCRR”), as amended, this is an issue for more than 25% of the post-Issue capital.The Issue is beingmade through the 100% Book Building Process wherein at least 50% of the Issue shall be allocated on a proportionate basis to Qualied Institutional Buyers (“QIB”) Bidders. Providedthat the Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis out of which one-third shall be reserved for domestic Mutual Funds. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall beavailable 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. Further, not less than 15%of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. If at least 50% of the Issue cannot be allocated to QIBs, then the entire applicationmoney shall be refunded forthwith. Potential investors may participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process providing details aboutthe bank account which will be blocked by the Self Certied Syndicate Bank (“SCSB”) for the same. For details, see the section “Issue Procedure” on page 217.
RISK IN RELATION TO THE FIRST ISSUE
This being the rst public issue of the 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
The Floor Price is [●] times of the face value and the Cap Price is [●] times of the face value.
The Issue Price (as has been determined and justied by the Company and theBRLMs as stated in the section “Basis for Issue Price” on page 39) 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.
This Issue has been graded by [●] as [●], indicating [●].The IPO grade is assigned on a ve -point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade1/5 indicating poor fundamentals. For details, please see the section “General Information” on page 15.
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 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 andExchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specic attention of the investors is invitedto “Risk Factors” on page xii.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and conrms that this Draft Red Herring Prospectus contains all information with regard to the Companyand 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 notmisleading 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 make this Draft RedHerring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received an ‘in-principle’ approval from the BSE andthe NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be the [●].
BOOK RUNNING LEAD MANAGERSREGISTRAR TO THE ISSUE
IDFC CAPITAL LIMITED
Naman Chambers, C-32G-Block, Bandra Kurla ComplexBandra (East)Mumbai 400 051
Tel: +91 22 6622 2600
Fax: +91 22 6622 2501Email: email@example.com
Investor grievance email: firstname.lastname@example.org
Website: www.idfccapital.comContact Person: Hiren RaipancholiaSEBI Registration No.: INM000011336
EDELWEISS CAPITAL LIMITED
14th Floor, Express Towers Nariman PointMumbai 400 021Tel: +91 22 4086 3535Fax: +91 22 4086 3610Email: email@example.comInvestor Grievance Email:
Website: www.edelcap.comContact Person: Sumeet Lath/Jibi JacobSEBI Registration No.: INM0000010650
ICICI SECURITIES LIMITED
ICICI Centre, H.T. Parekh Marg,Churchgate, Mumbai 400 020Tel: +91 22 2288 2460Fax: +91 22 2282 6580Email: firstname.lastname@example.orgInvestor Grievance Email: customercare@
Website: www.icicisecurities.comContact Person: Vishal KanjaniSEBI Registration No.: INM000011179
KARVY COMPUTERSHAREPRIVATE LIMITED
Plot No. 17-24, Vittal Rao Nagar Madhapur, Hyderabad – 500 081Tel: +91 40 2342 0815Fax: +91 40 2343 1551Email: email@example.comWebsite: http://karisma.karvy.comContact Person: Murali KrishnaSEBI Registration No.: INR000000221
BID/ISSUE PROGRAMME*BID/ISSUE OPENS ON
BID/ISSUE CLOSES ON
The Company may consider participation by Anchor Investors. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.
DRAFT RED HERRING PROSPECTUS
Dated June 23, 2010 Please read Section 60B of the Companies Act, 1956
100% Book Building Issue
The Draft Red Herring Prospectus shall be updated upon ling with the RoC