DRAFT PROSPECTUS

(Incorporated on December 31, 1996 under the Companies Act, 1956.)

Regd. Office: 3^rd Floor, Tirumala Arcade, Asilmetta Junction, Visakhapatnam – 530 016.

Tel: 0891 – 713568, 575412 Fax: 0891 - 595634, e-mail: info@essemm.com; Website : www.essemm.com

Investment in equity and equity related securities involve a degree of risk and investor 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 risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. The attention of investors is drawn to the statement of Risk Factors appearing in the Page No ii of this Prospectus.

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the Issuer and the Issue which is material in context of the Issue, the information contained in this Offer Document is true and correct in all material respects 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

Investors may note that Essemm Information Systems Limited accepts no responsibility for statements made other than in this prospectus or in the advertisement or any other material issued by or at the instance of the issuer company or lead manager and that any one placing reliance on any other source of information would do so at their own risk.

The equity shares are proposed to be listed on the Hyderabad Stock Exchange (Regional Stock Exchange) and the Bangalore Stock Exchange.

TABLE OF CONTENTS

DEFINITIONS \ ABBREVIATIONS

(Incorporated on December 31, 1996 under the Companies Act, 1956)

Regd. Office: 3^rd Floor, Tirumala Arcade, Asilmetta Junction, Visakhapatnam – 530 016.

Tel: 0891 – 713568, 575412 Fax: 0891 - 595634, e-mail: satya@essemm.com

INTERNAL

1. The promoters of Essemm have also promoted another company by name Essemm Gopher Information Systems Ltd. to engage in the same line of business which could result in a possible conflict of interest.

Management Perception : Essemm Gopher Information Systems Ltd. was promoted to engage in any business in which Gopher Technology Pte. Ltd. requires dedicated operations in an exclusive entity. The promoters intend to otherwise pursue their entire software business operations in the Issuer company only.

 

2. The promoters of the Issuer Company have promoted two other companies which have not yet commenced operations.

Management Perception : The two companies, namely, Essemm Gopher Information Systems Ltd. and Essemm Asset Management Private Ltd. have been incorporated only in the recent past, i.e., March 2000. As the promoters intend to focus presently only on the Issuer Company, they propose to pursue operations in the other companies at an appropriate time later.

 

3. The Company is required to fulfill certain export obligations beginning 1999-2000 as per the terms of the agreement entered into with the Government for having been registered as a 100% Export-oriented unit, failing which it could face appropriate penal action.

Management Perception : For the year 1999-2000, the Company has recorded an export turnover of Rs. 341.75 lakh against an obligation of Rs. 15 lakh in the first year and a cumulative obligation of approximately Rs. 465 lakh. Based on this performance and future outlook, the Company is confident of meeting its export obligations.

 

4. None of the promoters of the Company have any relevant qualification or external experience in the software business in which the company operates in.

Management Perception: The promoters have experience in managing other businesses and have demonstrated capability in managing the Company during the last three years by improving the Company's Total income to Rs. 378.20 lakh and a Profit after tax of Rs. 126.17 lakh in 1999-2000.

 

5. The Company has made losses for the first two years of its operations, i.e., 1997-98 and 1998-99.

Management Perception : The Company had only one division, namely, Software Education & Training, upto 1998-99 the operations of which were not profitable. However, the Company has, in 1999-2000, successfully bagged and executed software / content development projects enabling it to record a Total income of Rs. 378.20 lakh and a Profit after tax of Rs. 126.17 lakh in 1999-2000.

 

6. There is a case pending in the High Court of Andhra Pradesh filed by the Income Tax Department against Essemm Intraport Services Private Limited, a group company of the Issuer company for tax evasion to the extent of Rs. 49,11,980/-.

Management Perception : The case is in respect of a demand made by the Income Tax department on which Essemm Intraport has already paid the amount stipulated by the Income Tax Appellate Tribunal. Further, as Essemm Intraport is a company having profitable operations, it has the requisite resources / ability to raise resources to bear any adverse judgment and hence the case may not impact the Issuer Company's operations.

 

8. There is a case pending in the High Court of Andhra Pradesh filed by the Visakhapatnam Port Trust against Essemm Intraport Services Private Limited, a group company of the Issuer company for violation of certain terms and conditions of the lease agreement between the parties.

Management Perception : Essemm Intraport has filed a Counter petition in the High Court of Andhra Pradesh contesting the case. Further, as Essemm Intraport is a company having profitable operations, it has the requisite resources / ability to raise resources to bear any adverse judgment and hence the case may not impact the Issuer Company's operations.

 

9. There is a default by Essemm Intraport Services Private Ltd., a group company of the Issuer company, to Andhra Pradesh State Financial Corporation (APSFC) for Rs. 43,26,149/- as on March 31, 2000.

Management Perception : Essemm Intraport has entered into an arrangement with Midwest Granites Private Ltd. for transfer of its marble unit along with the dues to APSFC including the amount in default. Consequent to this, Midwest Granites has also paid an initial sum of Rs. 12.90 lakh to APSFC. Hence, the default will be against Essemm Intraport's name only until the pending formalities relating to the transfer of the unit along with dues are completed.

 

10. There is a default by Essemm Intraport Services Private Ltd., a group company of the Issuer company, to Lakshmi General Finance Ltd. (LGF) in respect of a contract entered into by it for lease of equipment. LGF has served a notice dated May 22, 2000 for the amount in default of Rs. 14,62,736/- (as on the date of the notice) on Essemm Intraport and also on Mr. Satyanarayana, Managing Director, EISL, who has guaranteed the performance of Essemm Intraport under this contract.

Management Perception : Essemm Intraport as well as Mr. Satyanarayana are taking necessary steps to resolve this case. Further, as Essemm Intraport is a company having profitable operations, it has the requisite resources / ability to raise resources and hence the case may not impact the Issuer Company's operations.

 

11. There is a case filed against Essemm Intraport Services Private Ltd., a group company of the Issuer company by Mr. M. Ch. Dora in the Office of the District Legal Services Authority, Visakhapatnam vide petition no. CS/72/2000 for non-repayment of a deposit of Rs. 2,00,000/-.

Management Perception : EISPL is taking necessary steps to resolve this dispute. Further, as EISPL is a company having profitable operations, it has the requisite resources / ability to raise resources and hence the case may not impact the Issuer Company's operations.

 

12. The Company has made a SWOT analysis of its operation vis-a-vis that of the industry in which the company is exposed to certain threats and weaknesses.

Management Perception : The threats and weaknesses are of a general nature to any software company of same level. The promoters have sufficient experience and strength to overcome them effectively.

 

13. The Company is yet to identify office space for its office at United Kingdom which was scheduled to commence operations by April 2000 and consequent revenue generation estimated in the profitability forecast.

Management Perception : The Company expects to complete setting up its office in United Kingdom only by October 2000 and the profitability projections will be affected to that extent.

 

14. The Company is yet to place orders for equipment worth Rs. 205.31 lakh representing 45.39% of the Project Cost.

Management Perception : As the prices of computer equipment have shown a declining trend and supply time is very short, the Company proposes to place orders for the equipment synchronous with the rest of the project implementation schedule.

 

15. The project for which funds are presently being raised was scheduled to have commenced operations by April 2000 but now is expected to commence only by November 2000 representing a delay of 7 months in the implementation of the Project.

Management Perception : The delay has been primarily on account of delay in tying up financial resources for the project. However, as the Company has now tied up the entire financing except for the present issue portion, the Company is confident of commencing operations without any further delay and no cost overrun is expected as a result of the delay.

 

16. The proposed project is being mainly financed by way of the present issue of shares and any delay in raising funds from the present issue would adversely affect the implementation and performance of the project.

Management Perception : As the project is divisible and scalable, the Company will adopt an appropriate strategy to commence operations to the extent to which financing is tied-up is case of any further delay in achieving financial closure for the project.

 

17. The Company has taken a property on lease from Essemm Intraport Services Private Ltd., in which two of the Promoter-Directors of the Issuer company, namely, Mr. B. Satyanarayana and Dr. R. Gopalakrishna, are associated as Promoter-Directors.

EXTERNAL

1. The software industry is prone to high risk of technological obsolescence.

Management Perception : The company will set off the technological obsolescence with continuous updating of the technical skills. Apart from this the Company is operating in revenue generation areas like Web-related Software / Content development services. The requirement for these services is expected to continue in the near future.

 

2. Any adverse changes in the Government policies with respect to the software industry may affect the performance and profitability of the Company.

Management Perception : Government of India has identified software industry as thrust area and incentives are provided to encourage the industry. Hence the company doesn’t foresee any adverse policy changes that could be detrimental to the growth of this sector.

 

3. The software industry is characterized by high employee turnover.

Management Perception : The Company provides and will continually strive to provide (i) a conducive work environment; (ii) competitive compensation & other benefits package designed to attract and retain talented personnel consistent with its requirements.

 

4. As the company is a 100% Export-oriented unit, almost its entire earnings is likely to be denominated in foreign exchange thus exposing the Company to foreign exchange risks.

Management Perception : The Company will take appropriate steps to hedge its foreign currency exposure against fluctuations.

 

5. The software industry is highly competitive and the Company faces competition from domestic as well as overseas companies.

HIGHLIGHTS

1. Project appraised and funded by Bank of India.

NOTE:

Investors are advised to refer to the Para on "Basis for Issue Price" on Pg 54 mentioned in the Prospectus before making an investment decision in respect of this Issue.

The Investors may also note that in the event of over-subscription, allotment shall be made on a proportionate basis and will be finalized in consultation with the Regional stock exchange, i.e., The Hyderabad Stock Exchange Limited in accordance with SEBI Guidelines.

(Incorporated on December 31, 1996 under the Companies Act, 1956)

Regd. Office: 3^rd Floor, Tirumala Arcade, Asilmetta Junction, Visakhapatnam – 530 016.

Tel: 0891 – 713568, 575412 Fax: 0891 - 595634, e-mail: info@essemm.com; Website : www.essemm.com

Essemm Information Systems Limited (hereinafter referred to as "the Issuer" or "Company" or "Essemm") is offering for subscription 12,50,000 equity shares of Rs.10/- each for cash at par aggregating to Rs. 125 lakh.

AUTHORITY FOR THE PRESENT ISSUE

Pursuant to Section 81(1A) of the Act, the present Issue of equity shares has been authorized by the shareholders of the Company by a special resolution passed at the Extraordinary General Meeting of the Company held on April 14, 2000.

GOVERNMENT APPROVALS

1. The Company has received permission from the Office of the Development Commissioner, Visakhapatnam Export Processing Zone (VEPZ), Ministry of Commerce, Government of India, vide letter No.9/EPZ-37/98 dated August 14, 1998 for setting up an Industrial Unit in VEPZ, Visakhapatnam for developing software and related support services.

 

2. Pursuant to this, the Company had executed the necessary legal agreement for export oriented units and Units in Export Processing Zones with the Government of India on May 19, 1999. The Ministry of Commerce, Government of India, has communicated its acceptance of the said legal agreement vide their letter No.9/EPZ-37/99 dated May 29, 1999.

 

3. The Company has obtained Green Card No.195 / VEPZ dated May 27, 1999 issued by Office of the Development Commissioner, VEPZ, Visakhapatnam entitling the Company to top priority treatment from all concerned Central and State government departments and other organizations in all matters relating to the project.

 

4. The Company has been allotted Importer Exporter Code No.2698000198 vide certificate dated May 5, 1998 by Deputy Directorate General of Foreign Trade, ‘Export Facilitation Centre’ Ministry of Commerce, Government of India through letter No.26/4/130/0001599/102 dated May 13, 1998.

 

5. The Company has obtained permission from Reserve Bank of India vide their letter No.Hy.EC.EDI/8941/05.02.500/99-2000 dated December 21, 1999 to open and maintain a foreign currency account in London for servicing its exports.

 

6. The Company has also obtained permission from Reserve Bank of India vide their letter Hy.Ec.EDI.04.02.06/11666/99-2000 dated March 1, 2000 for setting up a non-trading office in United Kingdom.

It must be understood that in granting the above approvals, the Government of India / Reserve Bank of India do not undertake any responsibility for the financial soundness of this undertaking or for the correctness of any of the statements made or opinions expressed in this regard.

No further approvals from any authority are required by the Company to undertake the proposed activities, save and except those approvals, which may be required to be taken in the normal course of business from time to time.

DISCLAIMER CLAUSE

As required, a copy of this Offer Document has been submitted to SEBI. It is to be distinctly understood that submission of the Offer Document to the Securities and Exchange Board of India (SEBI) should not, in anyway, be deemed/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 the offer document. The Lead Manager, Nagarjuna Financial Services Private Limited has certified that the disclosures made in the Offer Document are generally adequate and are in conformity with SEBI Guidelines for Disclosures and Investor Protection for the time being in force. 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 the Issuer Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the Offer Document, the Lead Manager is expected to exercise Due Diligence to ensure that the Company discharges its responsibility adequately in this behalf and towards this purpose, the Lead Manager, Nagarjuna Financial Services Private Limited has furnished to SEBI a Due Diligence Certificate dated June 16, 2000 in accordance with 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 in connection with the finalisation of the Draft 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 objects of the Issue, projected profitability, and the contents of the documents and other materials furnished by the company,

WE CONFIRM THAT:

1. the Prospectus forwarded to SEBI is in conformity with the documents, materials and papers relevant to the Issue;
2. 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
3. the disclosures made in the Draft Prospectus are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed Issue .

1. We confirm that besides ourselves, all the intermediaries named in the Prospectus are registered with SEBI and that till date such registration is valid.

 

2. We certify that written consent from shareholders 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 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 prospectus with the Board till the date of commencement of lock-in period as stated in the draft prospectus."

The filing of Offer Document does not, however, absolve the Company from any liabilities under section 63 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 Lead Manager (Merchant Bankers) any irregularity or lapses in the Offer Document.

The Hyderabad Stock Exchange and the Bangalore Stock Exchange vide their letters dated September 20, 2000 and September 15, 2000 respectively have given their permission to use their names in this Offer Document as the Stock Exchanges on which the Company's securities are proposed to be listed. The Stock Exchanges have scrutinized the Offer Document for their limited internal purposes of deciding on the matter of granting the aforesaid permission to the Company. The Exchanges do not in any manner:

1. warrant, certify or endorse the correctness or competence of any of the contents of this Offer Document, or
2. warrant, that the company's securities will be listed or will continue to be listed on the respective Exchanges, or
3. take any responsibility for the financial or other soundness of the company, its promoters, its management or any scheme or project of the company.

It should not, for any reason be deemed or construed that this Offer Document has been cleared or approved by the said exchanges. Every person, who desires to apply for or otherwise acquires any securities of the company may do so pursuant to independent enquiry, investigation and analysis and shall not have any claim against the said exchanges 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 for any other reason whatsoever.

This Issue is made in India to persons resident in India. This Offer Document does not, however, constitute an Issue to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue to invitation in such jurisdiction. Any person into whose possession this Offer Document comes is required to inform himself about and observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s).

It should be noted that the Company accepts no responsibility for the statements made otherwise than in the Prospectus or in the advertisements or any other material issued by or at the instance of the Company and that anyone placing any reliance on any other source of information would be doing so at his/her own risk.

Applications have been made to the Hyderabad Stock Exchange (the Regional Stock Exchange for the Company) and The Bangalore Stock Exchange for permission to deal in and for an official quotation of the Equity shares of the Company being offered in terms of this Prospectus as well as the existing equity shares of the Company.

In case the permission to deal in and for official quotation of the equity shares is not granted by any of the above mentioned Stock Exchanges the Issuer shall forthwith repay without interest all monies received from the applicants in pursuance of this Offer Document and if such money is not repaid within 8 days after the day from which the Issuer becomes liable to repay it, the Issuer shall pay interest except to applicants applying through Stock Invests as prescribed under Section 73 (2) of the Act.

A copy of this Prospectus, having attached thereto the documents required to be filed under Section 60 of the Act has been delivered for registration to the Registrar of Companies, Andhra Pradesh, at Hyderabad. A copy of the Prospectus has also been filed with the Chennai Office of SEBI.

A copy of the documents referred elsewhere in the Offer Document has been kept open for public inspection at the Registered Office of the Company.

As a matter of abundant caution attention of applicants is specifically drawn to the provisions of Sub-Section (1) of Section 68-A of the Act, which is reproduced below:

If the Company does not receive minimum subscription of 90% of the issued amount on the date of closure of the Issue or if the subscription level falls below 90% after the closure of the Issue on account of cheques having been returned unpaid or withdrawal of applications, the Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, the Company shall pay interest as per Section 73 of the Companies Act, 1956.

The sum received in respect of the Public Issue will be kept in a separate Bank Account and the Company will not have access to such funds unless allotment of shares has been made in consultation with the regional Stock Exchange in Hyderabad and listing approval has been received from the Hyderabad Stock Exchange, and the Bangalore Stock Exchange where listing has been sought.

The Board of the Directors of the company further certifies that,

1. all monies received out of this Issue from the public 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, 1956.
2. details of all monies utilised out of the Public Issue referred to in sub item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the purpose for which such monies had been utilised, and
3. details of all unutilised monies out of the Public Issue, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the form in which such unutilised monies have been invested.

Allotment letters / Share Certificates together with refund orders of value over Rs. 1500/-, if any, to allottees and Letter(s) of Regret together with refund orders of value over Rs. 1500/- to non-allottees will be dispatched by Registered post. Refund orders and cancelled Stock-invests whose value is up to Rs.1500/- will be dispatched by ordinary post under Certificate of Posting by the Registrars to the Issue within 10 weeks from the date of closure of the subscription list.

The Company agrees that:

1. as far as possible, allotment of securities offered to the public shall be made within 30 days of closure of the Public Issue.
2. It shall pay interest at the rate of 15% p.a. if the allotment has not been made and refund orders are not being dispatched to the investors within 30 days from the date of closure of the Issue.

The Company undertakes that sufficient funds will be made available to the Registrars to the Issue to ensure dispatch of allotment letters / Shares certificates and refund orders by Registered Post / Certificate of Posting.

The Issuer accepts full responsibility for the accuracy of the information given in the Prospectus and confirms that to the best of its knowledge and belief, there are no other facts, the omission of which may make any statement in this Prospectus misleading and it further confirms that it has made all reasonable enquiries to ascertain such facts.

The subscription list will open at the commencement of banking hours and will close at the close of banking hours on the days as mentioned below.

Date of opening of the Issue : Tuesday, October 3, 2000

Date of Closing the Issue : Tuesday, October 10, 2000

Date of earliest closing of the Issue : Tuesday, October 10, 2000

4^th Floor, Lumbini Towers,

6-3-666/A, Panjagutta,

Hyderabad - 500 082.

Ph : 040-3311218, 3311219; Fax : 3395320

E-mail : nfslnfl@nagarjunagroup.com

SEBI Regn. No. INM000002673

24^th Floor, Phiroze Jeejeebhoy Towers,

Dalal Street,

Fort,

Mumbai - 400023.

SEBI Regn. No. INM000003085

46, Karvy House, Avenue 4, Street No. 1, Banjara Hills,

Hyderabad - 500 034.

Ph : 040-3320751, 3312454; Fax : 3311968

E-mail : mailmanager@karvy.com

SEBI Regn. No. : INR000000221

Chartered Accountants

Flat No. 1, 3^rd Floor, Classic Plaza,

Dabagardens, Near Saraswathi Park,

Visakhapatnam - 530 020.

Bank of India

Main Branch,

26-15-19, Kotha Road,

Visakhapatnam - 530 001.

Kishan Bhavan, 1^st Floor,

10-50-51, Waltair Main Road,

Visakhapatnam – 530 002.

Dr. Pattabhi Bhavan,

Secretariat Road,

Hyderabad – 500 004.

SEBI Regn. No.: INBI00000031

Mahavir House,

Basheerbagh Square,

Hyderabad – 500 029.

SEBI Regn. No.: INBI00000076

5-4-5 & 6, Padmavathi House,

J. N. Road, Abids Circle,Opp. GPO,

Hyderabad – 500 001.

SEBI Regn. No.: INBI00000063

Investors may note that in case of any pre-Issue / post-Issue related problems, such as non-receipt of Letters of Allotment / Share Certificates/ Refund Orders/ cancelled Stockinvests, etc., they should contact the Compliance Officer :

Mr. K. Ravi Kumar (ACS 5438)

Company Secretary cum Compliance Officer

Essemm Information Systems Limited

3^rd Floor, Tirumala Arcade,

Asilmetta Junction,

Visakhapatnam – 530 016.

All members of recognised Stock Exchanges in India can act as Brokers to the Issue.

This being an Issue of equity shares, no credit rating or appointment of debenture trustees is required.

The Public Issue of 12,50,000 equity shares of Rs.10/- each for cash at par aggregating to Rs. 125.00 lakh is not being underwritten.

6. Promoters' contribution & lock-in

6. Details of Sale / Purchase / Financing of shares by the Promoters / Directors :

None of the Promoters or Directors of the Company has directly or indirectly purchased and / or sold / financed any shares of the Company during the last 6 months.

 

 

7. There were 337 shareholders of the Company as on May 11, 2000.

 

 

8. Buyback or standby arrangements. :

In addition, the equity shares shall also be subject to such other terms and conditions as may be incorporated in the Letter of Allotment, Share Certificates, as per guidelines, notifications and other regulations for the Issue of the capital and listing of securities laid down from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of equity shares.

The Company undertakes the following :

1. that the complaints received in respect of the Issue shall be attended by the Issuer company expeditiously and satisfactorily ;
2. that it will take necessary steps for the purpose of getting the securities listed in the concerned stock exchange within the specified time ;
3. that the funds required for dispatch of refund orders / allotment letters / certificates by Registered Post shall be made available to the Registrar to the Issue;
4. that no further Issue of securities shall be made till the securities offered through this Offer Document are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc., that necessary cooperation with the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.
5. That promoters contribution in full wherever required shall be brought in advance before the issue opens for the public subscription and balance if any shall be brought in on pro-rata basis before the calls are made on public.

Pursuant to Section 81(1A) of the Act, the present Issue of equity shares has been authorised vide a special resolution passed at the Extraordinary General Meeting held on April 14, 2000. The Board of Directors has approved the Issue by a resolution passed in their meeting held on April 14, 2000.

Each equity share shall be of a face value of Rs.10/-.

TERMS OF PAYMENT AND APPROPRIATION SCHEDULE

Application should be made for a minimum of 200 equity shares and in multiples of 100 shares, thereafter. The Issue price of Rs.10/- per share is payable and will be appropriated in the following manner:

If an application is rejected in full, the whole of the application money will be refunded to the applicant(s). If an applicant is allotted lesser number of equity shares than applied for, then the excess amount paid on application shall be refunded to the applicant(s). No interest will be payable on application money except as mentioned under the heading ‘Allotment/Refund’ elsewhere in this Prospectus.

The Company agrees as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the Public Issue. The Company agrees that it shall pay interest @15% per annum if the allotment has not been made and/or the allotment letter/refund orders have not been dispatched to the investors within 30 days from the date of closure of the Issue in terms of section 73 (2a) of the Act.

The Equity shares now being offered shall rank pari passu with the existing Equity shares of the Company in all respects except that the holder(s) of Equity shares now being offered will be entitled to dividends, if any, which may be declared or paid on the Equity shares after the date of allotment in respect of and in proportion of the amount of capital paid-up thereon.

Equity shares and on pro-rata basis for the period during which such capital is paid up thereon. The instrument holders shall also have rights as mentioned in Section 206A of the Companies Act 1956 and any other rights under the Law.

1. Right to receive dividend, if declared.
2. Right to attend general meeting and exercise voting rights unless prohibited by law.
3. Right to vote, either personally or by proxy.
4. Right to receive offer for rights shares and be allotted bonus shares.
5. Right to receive surplus on liquidation.

Application Forms for Resident Indian Public together with Memorandum containing salient features of the Prospectus may be obtained from the Registered Office of the Company, Lead Managers to the Issue, Brokers and Bankers to the Issue named herein or from their branches as stated on the reverse of the Application Form.

Applications can be made by:

1. Indian Nationals resident in India who are majors, in single or joint names (not more than three)
2. Hindu Undivided Families in the individual name of the Karta.
3. Companies, Corporate bodies and Societies registered under the applicable law in India and authorised to invest in the shares.
4. Trusts registered under Societies Registration Act, 1860, or any other Trust law and are authorised under their constitution to hold and invest in shares.
5. FIIs / NRIs / OCBs may also apply on a non-repatriation basis through Non-Resident Ordinary (NRO) accounts and use the white form meant for residents.

1. Application must be :

1. made only in the prescribed application form accompanying the Memorandum.

2. completed in full in BLOCK LETTERS in English, except signatures in accordance with the instructions contained herein and in the application form and the application form. Applications not so made are liable to be rejected.

 

3. For a minimum of 200 equity shares or in multiples of 100 shares thereof

 

4. In single name or joint names (not more than three).

The applicant has the option to use Stock-invest for applying for equity shares now issued in terms of this Prospectus. Stock-invests can be obtained from any bank issuing such instruments, by making the necessary application and depositing the amount with the bank.

The applicant using the Stock-invest should submit the application form to any of the Bankers to the Issue before closure of the subscription list along with the Stock-invest. The Stock-invest should be made payable directly to the Issuer i.e., "Essemm Information Systems Limited". The Stock-invest is payable at par at all the branches of the issuing Bank and outstation Stock-invests may also be used. Only individuals and Mutual Funds have the option to use Stock-invest.

Applicants using Stock-invest must note the following:

1. The prospective investor, at the time to request of Issue of stock-invest to the issuing bank may have to:

1. indicate that he/she agrees to abide by the terms of Issue and enhancement of the stock-invest.
2. give irrevocable authority to his/her bank to mark a lien for the value of the stock-invest against the balance held in his/her savings/current/other deposit account.
3. agree to lifting of the bankers lien on expiry of the currency of the stock-invest or in case of intimation of partial/non-allotment of equity shares: and
4. agree that the issuing bank will not be liable for any damages or other consequences arising out of the loss of these instruments.

1. The service charges if any, for obtaining the stock-invest must be borne by the applicant.

 

2. Stock-invests issued by any scheduled commercial bank including Cooperative Bank (even where the issuing Banker is not a collection Banker) will be accepted.

 

3. Stock-invests are to be used by the purchaser(s) within 10 days of its purchase. The last day for the use of stock-invest for submitting share application to the bank is indicated on the face of the stock-invest with a notation "To be used on/or before _____________".

 

4. Stock-invest should be marked "A/c Payee" and payable only to the Issuer i.e., "Essemm Information Systems Limited." The applicant shall provide necessary details such as payee’s name, amount, number of shares applied for, application no. Etc., in the left-hand side portion of the stock-invest and his address in the box on the reverse of the stock-invest before depositing it with Bankers to the Issue.

 

5. In case, if a box is not provided on the reverse of the stock-invest for writing the name and address of the investor, an ALLONGE may be obtained for the purpose and attached with the stock-invest. The ALLONGE should be used to write the applicant’s name(s) and full address to enable the Registrar to return the cancelled stock-invest directly to the applicants.

 

6. The validity of the stock-invest shall not exceed 4 months.

 

7. The stock-invest will be issued to the applicant in blank format after authentication of the date of Issue by the designated branch. The stock-invest duly completed should be submitted along with the application form to the bank branch handling the Issue.

 

8. Stock-invest should be signed and dated by the appropriate authority of the issuing bank. Investors have to fill the following in the stock-invest.

1. Title of the account, i.e., "Essemm Information Systems Limited".
2. Amount
3. Number of shares applied for and submit the same to the collecting banker duly signed together with the application form.

1. Separate stock-invest of suitable and appropriate denomination (wherever available) should be submitted with each application form for the shares applied for. In case of stock-invest of fixed denomination, the investor can fill an amount less than the denomination depending upon the amount required to be paid on application for the shares applied.

 

2. The applicant should not hand over stock-invest taken against his or her own account to any third party. The stock-invest should be utilised by the purchaser(s) and the purchaser’s name/ name of one of the purchasers should be invariably indicated as the first applicant in the application form. Thus, if the signature of the purchaser on the stock-invest and the signature of the first applicant on the application form do not tally, the application would be treated as having been accompanied by a third party stock-invest and shall be liable to be rejected.
4. As far as possible, the applicants should use only one stock-invest along with each application for subscription to the offer.

 

5. A ceiling of Rs. 50,000 per individual per Public Issue for issue of stock-invest by banks has been imposed. The above ceiling is not applicable to Mutual Funds.

DISPOSAL OF APPLICATION MONEY IN CASE OF STOCKINVEST

1. In case of non-allotment, the Registrar to the issue shall directly send back the cancelled stock-invest to the applicant(s) along with the relative advice. The stock-invest would bear stamps such as "CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the investor. The information is given for the benefit of investors and the Issuer is not liable for any modification of terms of stock-invest or procedure thereof by issuing banks.

 

2. On allotment/partial allotment, the Registrar to the issue shall fill in the amount (which will be less than or equal to the amount filled by the investor) before presenting the stock-invest to the respective issuing Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit.

 

3. Enquiries relating to stock-invest may be addressed only to the Registrar to the Issue and not to the issuing bank.

 

4. Registrar to the Issue have been authorised by the Board vide resolution passed on April 14, 2000 to sign on behalf of the Issuer for realising the proceeds of the stock-invest of the successful applicants or to fix non allotment advice on the stock-invest or to cancel the stock-invest of the unsuccessful applicants or partially successful applicants with more than one stock-invest. The cancelled instrument shall be sent back by the Registrar to the applicants directly by registered post with in 10 weeks of the closure of subscription list.

 

5. All conditions mentioned earlier for making an application through cheques / demand drafts will also apply to applications made with stock-invest.

 

6. For further instructions, please read the application form carefully.

An application may be made in single or joint names. (not more than three). In the case of a joint application, refund/pay orders, if any, dividend warrants etc. will be made out in favour of, and all communications will be addressed to the applicant whose name appears first and at his/her address as stated in the Application Form.

An applicant should submit only one Application (and not more than one) for the total number of shares required. Application may be made in single or joint names (not more than three). Two or more applications in single and/or joint names will be deemed to be Multiple Applications if the sole and/or the first applicant are one and the same. The Board reserves the right to reject in its absolute discretion all or any Multiple Applications.

Applications made by different schemes of a Mutual Fund managed by the same Asset Management Company shall not be treated as multiple application provided the applications made by the AMCs/Trustees/Custodians clearly indicate their intention as to each scheme for which the application has been made.

Applicants who have applied under the reservation for preferential allotment for employees may also apply under the quota offered to the Indian public and these applications will not be treated as multiple applications.

In the case of Applications under Power of Attorney or by limited company or Corporate Bodies, or Registered Societies, the relevant Power of Attorney or the relevant Resolution or Authority, as the case may be, to make the Application or a duly certified copy thereof along with the certified copy of the Memorandum and Articles of Association and / or Bye-laws must be lodged separately at the office of the Registrars to the Issue simultaneously with the submission of the Application form quoting the serial number of Application Form and the Bank Branch where the application has been submitted, failing which the Application is liable to be rejected.

Thumb impressions or signature in languages other than English, Hindi and Telugu or any other language specified in the 8^th Schedule of the Constitution of India must be attested by a Magistrate or a Notary Public or a special Executive Magistrate under his official seal.

All communications should be addressed to the Registrar to the Issue.

No applicant can make an application for a number of shares which exceeds the total number of shares offered to the public.

To prevent fraudulent encashment of refund orders by third party, the applicants are advised that it is mandatory for them to indicate in the space provided in the application form details regarding their Savings/ Current Bank Account Numbers and the name of their bank branch to which they want the proceeds of the refund to be credited. In case of refund, the refund order will indicate these details after the name of the payee and the refund orders will be despatched directly to the payees address. Applications without this information is considered incomplete and are liable to be rejected. The applicants should write the application number and name of the sole / first applicant on the reverse of the Cheque / Demand Draft / Stock-invest.

Investors have the option to receive shares in physical form or hold securities in dematerialised form with a depository. However trading in the shares of the Company can be done in dematerialised form only. Towards offering the depository option to the investors, the Company shall enter into separate agreements with National Securities Depository Limited (NSDL) and with Central Depository Services (India) Limited (CSDL). The Registrar is the third party in the above agreements.

1. The depository option, if exercised, should be indicated in the relevant blocks in the share application form itself.
2. Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications.
3. Investors who wish to apply equity shares in electronic form need to have at least one beneficiary account with a depository participant prior to the allotment.
4. Allotment advice / refund order will be directly sent to the investors by the Registrars.
5. If incomplete / incorrect investor depository account details are given in the application form, physical equity shares will be allotted to the investors.
6. Responsibility for correctness of applicant’s demographic details given in the share application form vis-à-vis his / her depository participant would rest with the investor.
7. In case of partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, will be allotted in physical shares.

The sum received in respect of the Public Issue will be kept in separate Bank Account and the Company will not have access to such funds unless allotment of shares has been made in consultation with the regional Stock Exchange in Hyderabad and listing approval has been received from the Hyderabad Stock Exchange, and the Bangalore Stock Exchange where listing has been sought.

The Board of the Directors of the company further certifies that,

1. all monies received out of this Issue from the public 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, 1956.
2. details of all monies utilised out of the Public Issue referred to in sub item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the purpose for which such monies had been utilised, and
3. details of all unutilised monies out of the Public Issue, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the form in which such unutilised monies have been invested.

The Directors of the Company have been advised by the Company’s Auditors, Chowdary & Rao, Chartered Accountants, vide their letter dated May 9, 2000 that according to the provisions of the Income Tax Act, 1961 and the existing laws for the time being in force, the tax benefits and deductions that will, inter alia, be available to the Company and to the members of the Company are as follows :

1. TO THE COMPANY

1. The Company in accordance with and subject to the conditions an to the extent specified in section 80 HHE of the Act would be entitled to deduction of profits derived from the export of computer software or for providing technical services outside India in connection with the development or production of computer software.

 

2. The company will be entitled under Section 35D of the Income tax Act, 1961 to amortise certain specified preliminary expenses (including expenses incurred for the issue of shares) over a period of 5 successive years beginning with the previous year in which the company commences business, subject to compliance with the conditions specified in the Section.

 

3. In terms of and subject to the provisions of Section 35 of the Income Tax Act, 1961 the company will be entitled to a deduction of an amount equal to 100% in respect of expenditure (other than acquisition of land) incurred in connection with the scientific research related to the business carried on by the company in the year which such expenditure is incurred.

1. Under Section 10(33) of the Act, the dividend received by the shareholders of the Company is totally exempt.

 

2. Long term capital gains in respect of listed shares will be chargeable under section 112 of the Act, at a concessional rate of 20% on Capital gains with a surcharge of 10% as computed after taking into account cost of acquisition as adjusted by Cost inflation Index notified by the Central Government or 10% of the Capital gains whichever is lesser with a surcharge of 10%.

 

3. In accordance with and subject to the conditions and to the extent specified in section 54EA of the Act, the shareholders would be entitled to exemption from long-term capital gains.

 

4. In accordance with and subject to the conditions and to the extent specified in section 54EB of the Act, the shareholders would be entitled to exemption from long-term capital gains.
5. In case of shareholder being an individual or a Hindu undivided family in accordance with and subject to the conditions and to the extent specified in section 54F of the Act, the shareholders would be entitled to exemption from long term capital gains.

 

6. In terms of Sec.10(23D) of the Income Tax Act, Income of a mutual fund registered under the Securities Exchange Board of India Act and such other Mutual Fund set up by a public sector bank or a public financial institution of authorised by the Reserve Bank of India will be exempt from Income Tax including income from investment in shares of Company.

 

7. Wealth Tax

 

Total exemption from Wealth Tax would be available on investment in shares of the Company.

 

8. Gift Tax

Effective from 1st October , 1998, no gift tax shall be levied on gift of shares of the Company.

1. To provide funds to part-finance the Company’s expansion project to set up additional facilities for Software Development &, Content development at Visakhapatnam and opening of overseas office at United Kingdom.

 

2. To list the shares of the Company on the Stock Exchanges at Hyderabad and Bangalore.

 

3. To meet the expenses of the present public issue.

The main objects clause of the Memorandum of Association of the Company enables the Company to undertake the activities for which funds are being raised through the Issue.

1. COST OF THE PROJECT & MEANS OF FINANCE

The Cost of the project & Means of finance have been appraised by Bank of India vide their letter dated May 2, 2000. The scope of the appraisal is to examine the technical & financial feasibility of the project for expanding the Company's Software & Content development activities towards the limited objective of ensuring repayment of the term loan. The purpose of the appraisal is to consider the extent of sanction of financial assistance for the expansion project. The company undertakes that, as required under clause 2.2.2(c) of SEBI Guidelines 2000, it will ensure that the term loan to the extent of 10% of the Project cost is disbursed atleast one day prior to the opening of the Issue.

(figures in Rs. lakh)

(figures in Rs. lakh)

1. Year-wise break-up of capital expenditure proposed to be incurred on the project.

6. The Company proposes to invest the funds from the public issue in liquid instruments pending implementation of the project.

1. for IBM Global Services

 

The project, a Java Beans project, was one of the initial projects bagged by the Company from IBM Global Services by virtue of its association with IBM for Computer Education. The success of this project prompted the Company to actively pursue software development activities. The project involved Object Oriented Design, development and testing of 100% pure Java graphical and functional beans for IBM Global Services. These components are basically used for web applications deployed mainly over IBM's Web sphere application servers using Java Server Pages technology or over other Java enabled web servers.

 

2. for Netdecisions Ltd., United Kingdom.

1. www.trainingdecisions.com

 

www.trainingdecisions.com is a portal for training managers and has been developed by Netdecisions Ltd. as a portal containing a Power Search that offers natural language search facilities using technology from Autonomy. It provides categorized views and personalized features and has been developed using active server pages and component object model technologies from Microsoft. Essemm provided developers to execute this project for Netdecisions.

 

2. www.thefirstresort.com

 

This is an e-commerce web portal project servicing the packaged holiday market. For this project which was executed for Netdecisions Limited, Essemm's contribution was in the areas of content development and database population. Under the close supervision of Netdecisions Ltd., Essemm was involved in the design and execution of the population process to the large and complex database that powers this website.

 

3. www.madaboutwine.com

Details on major projects executed by the Company

All the projects executed by the Company have been executed at its facility at Visakhapatnam for overseas clients.

1. PRESENT BUSINESS OF THE COMPANY

The following are the business areas Essemm is presently focussing on in order of importance:

1. Software Development
2. Content Development
3. On Site Consultancy.
4. Training & Education

In software & content development, the company does not develop any final products or packages. It only executes jobs which are a part of a larger project for clients who will hold the rights to the overall output.

1. Software Development

 

Essemm Information Systems Limited is focused on developing software which is web related. Therefore, the various projects undertaken under this activity cover design and development of software which pertains to web sites and web portals in terms of their Graphical User Interface as well as the underlying business logic behind various elements of this GUI. A variety of software tools are used in the design and development process. The business logic part is addressed by tools which are also known as middleware. These are Java, XML etc. Development tools such as ColdFusion, DreamWeaver etc., which are very popular front end design and middleware tools are predominantly used. A web-portal being a multi-faceted utility, is normally supported by a database at its back end. There are a variety of database types which one can choose from, depending on application, size of database, scalability factor, etc. Essemm designs and structures such databases, which involves development of software facilitating optimized access to data in such databases.

 

2. Content Conversion

 

As mentioned in the earlier paragraph, a web-portal is normally supported by a database at its back end. This database contains data pertaining to the segment addressed by the web-portal for eg., a web-portal of a travel agent / holiday seller will have a database at its back end which contains data on various holiday resorts, their location, travel method to reach the locations, tariffs of hotels at such locations, images / photographs, flight details, statutory requirements, etc., This information is presently available in a other media such as printed brochures, video films, or electronic DTP files. The process of content conversion relates to converting the data from the available media to electronic medium suitable for the chosen database and populating this database with data. In doing content conversion, a variety of methodologies are used to capture the data. One of these is optical character recognition where each printed page is scanned and the scanned image is converted to text. In doing so, care needs to taken that the converted data, which may contain figures (tariff of hotels, etc.,), is complete and accurate. Specific software tools are therefore developed to automate this process as the volume of data to be handled in normally quite huge. The software tools developed are usually specific to every project / process and may not be of much utility as stand alone software tools.

3. On-site Consultancy

 

While Essemm's clients located in countries abroad mostly outsource their software development requirements from Essemm on an offshore basis, there is still a need of deploying expert manpower at clients offices / sites for various activities covering customization, client interface, project management etc. On-site consultancy covers such depution of manpower to client offices as on site consultants to undertake such jobs.

 

4. Computer Education

During the current year, i.e., 2000-01, the Company has been executing projects for Gopher Technology Pte. Ltd pursuant to its tie-up with Gopher dated December 13, 1999.

1. SUBSIDIARIES

The Company has no subsidiaries.

 

3. PROMOTERS AND THEIR BACKGROUND

1. Mr. V. G. Chacko

2. OTHER VENTURES OF THE PROMOTERS

1. Essemm Intraport Services Private Limited (EISPL)

(figures in Rs. lakh)

1. EISPL is in default to Andhra Pradesh State Financial Corporation to the extent of Rs. 43,26,149/- as on March 31, 2000. EISPL acquired this liability from Essemm Marbles Private Ltd. consequent to the merger of Essemm Marbles Private Ltd. with it vide order of the High Court of Andhra Pradesh dated February 12, 1998. EISPL has entered into an arrangement with Midwest Granites Private Ltd. to transfer the marble unit along with the dues pertaining to the unit including the dues to APSFC. Pursuant to this, Midwest Granites Private Ltd. has made a initial payment of Rs. 12.90 lakh to APSFC and steps are in progress to complete the legal formalities relating to the transfer.

 

2. EISPL had been issued a notice by the Income Tax department demanding payment of Rs. 49,11,980/- vide letter dated January 31, 1997. EISPL had appealed against the same with Income Tax Appellate Tribunal, Hyderabad. Subsequent to this appeal, pursuant to the ITAT order I.T (SS) A. No. 83/HYD/97 dated March 23, 1999 and proceedings of the Dy. Commissioner of Income-tax, CIR.2, Visakhaptnam E-2/BYE.31.1.96 dated June 10, 1999 the total tax payable was fixed at Rs. 20,72,368/- which has been settled by EISPL. However, the Income Tax department has preferred an appeal against the same under section 260 A of the Income Tax Act, in the High Court of Andhra Pradesh.

 

3. Visakhapatnam Port Trust has filed a caveat petition in the High Court of Andhra Pradesh against EISPL stating that the company has breached certain terms and conditions laid out in the lease agreement with the Visakhapatnam Port Trust with the Company for the lease of the land for construction of warehouse. The same has been contested by the Company.

 

4. Lakshmi General Finance Ltd., Chennai, has issued a legal notice dated May 22, 2000 on EISPL calling upon the company to pay the balance amount due on a contract by which LGF had leased an equipment to EISPL. Mr. B. Satyanarayana, who has guaranteed the performance by EISPL on this contract, has also been issued a legal notice towards this default. EISPL is taking necessary steps to resolve this case. As Essemm Intraport is a company having profitable operations, it has the requisite resources / ability to raise resources and hence the case may not impact the Company's operations.

 

5. Mr. M. Ch. Dora has filed a petition against EISPL in the Office of the District Legal Services Authority, Visakhapatnam vide petition no. CS/72/2000 for non-repayment of a deposit of Rs. 2,00,000/-. EISPL is taking necessary steps to resolve this dispute. As Essemm Intraport is a company having profitable operations, it has the requisite resources / ability to raise resources and hence the case may not impact the Issuer Company's operations.

1. Essemm Gopher Information Systems Limited. (EGISL)

 

EGISL has been promoted by Mr. B. Satyanarayana and his associates. The Company was incorporated on March 22, 2000. The main objects of the Company include engaging in the following businesses: (a) software development; (b) web portals, data processing & other web related services; (c) IT consultancy services; (d) research & development in the IT industry.

 

EGISL is yet to commence operations. The entire share capital is held with the Promoters of the company. The company has a share capital of Rs. 700 only representing the subscription of the Subscribers to the Memorandum.

 

There are no outstanding litigations / defaults against EGISL or its promoters.

 

2. Essemm Asset Management Private Limited. (EAMPL)

 

EAMPL has been promoted by Mr. B. Satyanarayana, Mr. M. Madhusudhan Rao and Dr. R. Gopalakrishna. The company was incorporated on March 29, 2000. The main objects of the Company cover the following businesses: (a) investments in securities; (b) financing for equipment, property, etc.

 

EAMPL is yet to commence operations. The entire share capital is held with the Promoters of the company. The company has a share capital of Rs. 300 only representing the subscription of the Subscribers to the Memorandum.

 

There are no outstanding litigations / defaults against EAMPL or its promoters.

 

 

3. Vizag Hospital & Cancer Research Centre Private Limited (VHCRC)

(figures in Rs. lakh)

1. None of the Promoters / Directors have violated the provisions of the Companies Act, 1956 or been suspended by SEBI or have had any disciplinary action initiated by SEBI.
2. There are no group companies of Essemm or the promoters of Essemm, which are listed on the Stock Exchanges.

 

3. None of the Promoters / Directors of the Company have resigned from any company or partnership firm or other ventures within a period of one year.

 

4. The Directors of the Company are signatories to the Memorandum of Association of the following companies:

1. No cases have been filed nor any prosecution launched or pending against the Company, the Promoters or Directors under the I.T Act. None of the Promoters / Directors have compounded taxes in the past.

 

2. The promoters of Essemm have also promoted another company by name Essemm Gopher Information Systems Ltd. to engage in the same line of business. However, Essemm Gopher Information Systems Ltd. has been promoted to engage in only that business in which Gopher Technology Pte. Ltd., Singapore, requires dedicated operations in an exclusive entity. The promoters intend to otherwise pursue their entire software business operations in the Issuer company only. As a result, the Promoters are of the opinion that no conflict of interest will arise on this account.

2. MANAGEMENT OF THE COMPANY

The overall management of the Company is vested with the Board of Directors of the Company and the day-to-day activities are carried out by Mr. B. Satyanarayana, Managing Director.

BOARD OF DIRECTORS

Profile of Directors (other than Promoter-Directors)

1. Mr. M. Gopalakrishna, Chairman

 

Mr. M. Gopalakrishna is a retired officer of the Indian Administrative Services (IAS). He holds a degree in Law and Science and also studied Management in Canada . He was till recently Director, Institute of Public Enterprise, Hyderabad. Most recent positions held prior to this include as (i) Senior consultant - UNDP and ADB, (ii) Chairman & Managing Director - Rural Electrification Corporation and (iii) Chairman - Standing Conference of Public Enterprises and Managing Director of Godavari Fertilizers and Chemicals Ltd. Mr. Gopalakrishna has received several commendations and awards, besides serving as Chairman of several committees. He has held positions on the Board as Chairman / Managing Director / Director in several companies. His areas of specialization include Industrial Development and Corporate Management.

 

2. Mr. Sandeep Sardesai, Joint Managing Director.

 

Mr. Sardesai graduated in Engineering from University of Bombay and subsequently completed his Diploma in Business Administration from Institute of Management Development & Research, Pune. Mr. Sardesai started his career with Philips India Limited Bombay as a Sales Officer in 1985. He then moved to Swede India Teltronics Limited, Bangalore as Product Support Manager where he was involved in developing product service policy and infrastructure. In 1989, he joined Hindustan Thompson Associates, Bangalore as Senior Account Representative after which he moved to Rook Technologies Private Limited, Secunderabad, as Director - Technical Services in the year 1990. During his tenure his responsibilities included design network architecture and structuring cabling systems and liaison with vendors / suppliers of networking hardware. From 1998 he was with KNX (Asia Pacific) Pty. Ltd., Sydney, Australia as Senior Consultant - Network Services. Mr. Sardesai has been with Essemm since February 2000.

 

3. Mr. M. Madhusudhan Rao, Director - Projects

 

Mr. Madhusudhan Rao is a software professional with about 9 years of experience in software. After graduation in B.S (Engineering), Mr. Rao was with Visakhapatnam Steel Plant as Junior Divisional Engineer. Subsequent to this, he was associated as a Consultant to Trade Indemnity Co, Charles Schwab, USA and Wellsfargo Bank, USA. He was then with Industrial and Financial Systems Inc., USA as an Analyst. Mr. Rao has over 6 years of experience in software development and in client-server customizing amd migration of applications of which 2 years was in ERP software development. He also has 1 year hands-on experience in Peoplesoft Reports.

 

4. Dr. D. K. Subramanya Reddy, Director

 

Dr. Subramanya Reddy is a professional in radiological and medical physics. He has completed his B. Sc from A.V.N College, Visakhapatnam. Subsequently, he qualified for his B. Sc (Hons), M. Sc and Ph.D from Andhra University, Waltair. Dr. Reddy has worked as Radiographer and a Physicist before being involved in teaching upto 1991 as Lecturer (Radiological Physics) and Professor (Medical Physics) in Andhra Medical College, Visakhapatnam. Dr. Reddy also has experience in managing diagnostic centers / hospitals by virtue of being the promoter of a diagnostic center by name "The X-ray Clinic" having 5 branches and as a Director on Vizag Hospital and Cancer Research Centre Private Ltd.

 

5. Mr. V. Satyanarayana, Director

11. MARKET

 

Details of the market are provided under the head "Market for the Company’s products & services".

 

 

12. COMPETITION

1. MANAGERIAL COMPETENCE

The project involves the following components:

1. To set up a Software & Content development centre at VEPZ.
2. To set up a branch office at United Kingdom.

1. To set up a software & content development centre at VEPZ.

 

Essemm proposes to expand its existing facilities for Software & Content development to a team of 100 software developers to work on a two-shift basis and 300 Content developers to work on a 3-shift basis. The project cost provides for investment in infrastructure for housing such a facility at Visakhapatnam Export Processing Zone (VEPZ).

 

The Company has not proposed any capital outlay for its branch office at United Kingdom as the expenditure is expected to be of a revenue nature.

 

2. To set up a branch office at United Kingdom.

1. to enable the company to prospect for new business.
2. facilitate better co-ordination for Onsite consultancy services.