(Originally incorporated on
3rd September, 1998 as Quantum Mindware Limited and the name was
subsequently changed to Quantum Softech Limited on 1st December,
1999)
Registered Office: 408,
Vaibhav Kunj, Lower Tank Bund, Hyderabad 500 080
Tele: 040- 6508570/6508571
Fax: 040-7603331
Public Issue
of 16,50,000 Equity Shares of Rs.10/- each for cash
at par
aggregating Rs.165.00 Lacs
This being the first Offer of equity shares of Quantum
Softech Limited, there has been no formal market for the equity shares of the
Company. The Offer Price should not be taken to be indicative of the market
price of the equity shares after the equity shares are listed. No assurance can
be given regarding an active or sustained trading in the equity shares of the
Company or regarding the price at which the equity shares will be traded after
listing.
Investment in equity shares and equity related
securities involve a degree of risk and investors should not invest any funds
in this Offer 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 Offer. For taking an investment decision,
investors must rely on their own examination of the Issuer and the Offer
including the risks involved. The securities have not been recommended or
approved by the Securities and Exchange Board of India nor does the Securities
and Exchange Board of India guarantee the accuracy or adequacy of this
document. Attention of the investors is drawn to the statement of risk factors
mentioned on page nos.___ of this Offer Document.
The Issuer having made all reasonable inquiries,
accept responsibility for, and confirms that this Offer Document contains all
information with regard to the Issuer and the Offer, which is material in the
context of the Offer, that 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.
LISTING
The equity shares are proposed to be listed on the
Stock Exchanges at Hyderabad (Regional Stock Exchange) and Bangalore.
LEAD MANAGER TO
THE OFFER
ASHIKA CREDIT
CAPITAL LIMITED
408,
Taramandal Complex Near
Secretariat, Saifabad Hyderabad
– 500 004 Tel:
6507802/3; Fax: 3542429 |
REGISTRARS TO
THE OFFER
VENTURE CAPITAL
AND
CORPORATE INVESTMENTS LTD. 6-2-913/914
3rd floor Progressive
Towers, Khairatabad, Hyderabad
– 500 004 Tel:
3322264,3324804 Fax: 3324803 |
OFFER OPEN
FROM_______________ TO____________
TABLE OF CONTENTS
Particulars Definitions / Abbreviations
Risk Factors & Management Perceptions
thereof Highlights PART I
1. General Information
2. Offer Management Team 3. Capital Structure of the Company 4. Terms of the Present Offer
5. Particulars of the Offer 6. Company, Management & Project 7. Outstanding Litigations, Defaults and Material
Development 8. Risk Factors & Management Perceptions
thereof
PART II
1. General Information 2. Financial Information 3. Statutory & Other Information 4. Main Provisions of the Articles of Association
of the Company 5. Material Contracts & Documents for
Inspection PART III Declaration |
Page Nos. |
DEFINITIONS /
ABBREVIATIONS
|
Articles |
Articles of Association of Quantum Softech Ltd. |
|
Board |
The Board of Directors of Quantum Softech Ltd. |
|
Company |
Quantum Softech Limited |
|
Employee |
Employees of Quantum |
|
PAN |
Permanent Account Number |
|
EPS |
Earnings per share |
|
HRD |
Human Resource Development |
|
Issue/Offer |
Public Issue of 16,50,000 equity shares of Rs.10/-
each for cash at par aggregating to Rs.165.00 lacs |
|
IT |
Information Technology |
|
Memorandum |
Memorandum of Association of Quantum Softech Ltd. |
|
SDC |
Software Development Centre |
|
Quantum, QSL |
Quantum Softech Limited |
|
Project |
As defined under Project Information |
|
RBI |
The Reserve Bank of India |
|
ROC |
The Registrar of Companies, A.P, Hyderabad |
|
SEBI |
The Securities and Exchange Board of India |
|
STP |
Software Technology Park |
|
The Act |
The Companies Act, 1956 |
|
UK |
The United Kingdom |
|
USA |
The United States of America |
|
USD |
United States Dollar |
|
HSE |
The Hyderabad Stock Exchange Ltd. |
|
Bg.SE |
The Bangalore Stock Exchange Ltd. |
|
AGM/EGM |
Annual General Meeting/ Extra Ordinary General
Meeting |
|
IPO |
Initial Public Offer |
QUANTUM
SOFTECH LIMITED
408, Vaibhav
Kunj , Lower Tank Bund,
Tel:
040-6508570/6508571 Fax: 040- 7603331
1. This being the first major venture of the
promoters, the project suffers from all risks being associated with such
ventures.
Management Perception: The promoters/directors of
the Company consisting of Professionals and Technocrats, make a strong team to
successfully implement the projects and also guide it through its ongoing
operations.
2. The Company is establishing an overseas
office in USA. The company’s lack of experience in managing overseas office can
have an impact on the company’s business and financial condition.
Management Perception: The Company believes that
it has professional expertise to manage such overseas office through its
strategic alliance with Quantum IT Investment Inc., USA.
3. The Permission of RBI is yet to be received
for setting up an overseas office in USA.
Management Perception: The Company filed an
application to RBI on 10th January 2000 for setting up an overseas
office in USA and the same was refiled with the Federal Bank Ltd., bankers to
the company, on the instruction of RBI, on 19th January 2000 and
company does not envisage any delay in obtaining it.
4. There is a normal risk attached with any
start up Company.
Management Perception: Shri R. Vijay Kumar, the
Managing Director has experience in software field and assisted by a good
technical team headed by Dr.J.S.R Subrahmanyam who has vast experience in
software field and therefore the
Company believes that the risk attached is minimal.
5. The company has not yet placed orders for
the majority of hardware and software required for software development
centers.
Management
Perception: The orders for the hardware and software need not be placed in
advance. The market for these continues to be competitive and as delivery lead time is very short, orders
would be placed at an appropriate time as per the implementation schedule of
the project.
External Risk
Factors
1. There is high employee turnover, in the
software industry.
Management Perception: The high degree of employee
turnover would be minimized to a considerable extent through sound HR policies,
emphasis on continuous training and motivation and development on latest
technologies as well as stock option
plan.
2. The IT industry is fast changing and is
prone to quick obsolescence in technology as well as hardware.
Management Perception: The Company would set off
the technological obsolescence with continuous up-gradation and updating of
technical skills of its human resource.
3. Any adverse changes in Government’s policies
with respect to IT industry may have an adverse impact on the prospects and
performance.
Management Perception: The policies of the
Government in the recent past have been progressive and importance is being
given by the Central Government as well as by the State Governments to the IT
industry. The current trend is to keep the IT industry liberalized and to
extend more facility of infrastructure & finance to this sector.
4. Timely execution of projects has a critical
bearing on the cash flow of software companies.
Management Perception: The selection of manpower
and their placement, strategic overseas alliance etc. have been planned in such
a way that the Company will be able to execute orders on time.
HIGHLIGHTS
1.
The
Company has strategic alliance and understanding with Quantum IT Investments
Inc, USA, together with equity participation to the extent of 30% of total
equity.
2.
Firm
order estimated at US $ 500,000 received from BuyIndiaOnline.com Inc., USA. Dr.
Paul Zuckerman, a Director of the Company is interested in this order since he
is also a Director in BuyIndiaOnline.com Inc.
3.
Successful
completion of the Pilot project of HTML conversion confirming to W 3C standards
and analysis of websites which was done for Investor – Relations.co.uk
Limited., UK.
4.
Project
is appraised by The Federal Bank Ltd., who is extending a Term Loan of Rs. 75
Lacs to finance the project.
5.
Post-issue
stake of the promoters along with friend, relatives and associates is 75% of
the total equity capital.
6.
Listing
at Hyderabad and Bangalore Stock Exchanges.
NOTE:
1.
Investors
may note that in case of over subscription, allotment shall be made on
proportionate basis in consultation with the Hyderabad Stock Exchange Ltd.
2.
Fixed
Assets valued at Rs.4.35 lacs including a vehicle and one of the office
premises of the Company valued at Rs.27.14 lacs have been bought from the
companies/ventures/firms promoted by the main promoter of the Company, Mr. R.
Vijay Kumar and his relatives respectively.
QUANTUM SOFTECH LIMITED
(Incorporated on 3rd September, 1998 as “Quantum
Mindware Limited” under the Companies Act, 1956, and renamed as “Quantum
Softech Limited” on 1st December, 1999) Registered office 408, Vaibhav Kunj, Lower Tankbund,
Hyderabad-500 080. Tel.: 6508570/6508571 Fax: 7603331.
Quantum Softech Limited is offering for subscription 16,50,000 equity shares of Rs.10/- each for cash at par aggregating Rs.165.00 Lacs.
1.
GENERAL INFORMATION
AUTHORITY FOR
THE PRESENT OFFER
Pursuant to section 81(1A) of the Companies Act,
1956, the present Issue of equity shares has been authorized by the
shareholders of the company vide Special Resolution passed at Extra Ordinary
General Meeting held on 21st January, 2000.
At present, no letter of Intent/Industrial Licence
is required for the business carried on by the company. No further approvals from any Government
Authority/RBI 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. The Company has filed an application to
register itself with STP on 18th January 2000 and with RBI on 10th
January 2000 (refiled to the Federal Bank Ltd., on 19th January, 2000 on the
instruction of RBI) for setting up an overseas marketing office in Chicago,
USA.
A. General
Disclaimer:
It should be noted that the Company accepts no
responsibility for statements made otherwise than in the Offer Document or in
the advertisements or any other material issued by or the instance of the
Company and that any one placing any reliance on any other source of
information would be doing so at his/her own risk.
B. Disclaimer
in respect of Jurisdiction:
This Offer of equity shares is made in India to
persons (including firms, institutions or corporates) resident in India. This
Offer Document does not, however, constitute an offer 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 offer or invitation to such jurisdiction. Any
person into whose possession this Offer Document comes is required to inform
himself about and to observe any such restrictions. Any disputes arising out of
this Offer will be subject to the jurisdiction of appropriate courts in
Hyderabad city only.
C. Disclaimer
of the Stock Exchange:
The Hyderabad Stock Exchange Ltd. (HSE) and The
Bangalore Stock Exchange Ltd. (BgSE) have given their permission to the Company
to use their names in the offer documents as one of the Stock Exchanges on
which the Company’s securities are proposed to be listed. They have scrutinized
this offer document for their limited internal purposes of deciding on the
matter of granting the aforesaid permission to the Company. The Stock Exchanges
do not in any matter.
i) warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document or
ii)
warrant
that the Company’s securities will be listed or will continue to be listed on
the respective Stock Exchanges, or
iii)
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 Stock
Exchanges. Every person who desires to apply for or otherwise, acquires any
securities of the Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the said
Exchanges whatsoever by reason of any loss which maybe suffered by such person
consequent to or in connection with such subscription/acquisition whether by
reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
As required, a copy of this Offer Document has been
submitted to Securities and Exchange Board of India (SEBI), It is to be
distinctly understood that the submission of Offer Document to SEBI should not,
in any way, be deemed or construed
that the same has been cleared or approved by SEBI.
SEBI does not take any responsibility either for the
financial soundness of any scheme or the project for which the offer is
proposed to be made, or for the correctness of the statements made or opinions
expressed in the offer document. The Lead Managers, Ashika Credit Capital Limited have certified that the disclosures
made in the Offer Document are generally adequate and are in conformity with
SEBI Guidelines for Disclosure 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 offer. 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 Managers, Ashika
Credit Capital Limited, have furnished to SEBI a Due Diligence Certificate
dated 12th February 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 Offer Document
pertaining to the said Offer;
2. On the
basis of such examination and the discussions with the Company, its Directors
and other Officers, other agencies, independent verification of the statements
concerning the objects of the Offer, projected profitability, and the contents
of the documents mentioned in the annexure and other papers furnished by the Company;
WE CONFIRM THAT;
a) the offer document forwarded to SEBI is in conformity with the
documents, materials and papers relevant to the offer,
b) all the legal requirements connected with the said offer 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
c) the disclosures made in the offer document are true, fair and adequate
to enable the investors to make a well-informed decision as to the investment in the proposed offer.
3. We confirm
that besides ourselves, all the intermediaries named in the offer document are
registered with SEBI and that till date such registration is valid.
The filing of this 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 or other clearances as
may be required for the purpose of the proposed Offer. SEBI further reserves
the right to take up, at any point of time, with the Lead Manager(s) (Merchant
Bankers) any irregularities or lapses in the Offer Document.
A copy of this Offer Document, along with the
documents required to be filed under section 60 of the Act having attached
thereto, has been delivered for registration to The Registrar of Companies,
Andhra Pradesh at Hyderabad. The copy of the draft Offer Document has also been
filed with the Chennai Office of SEBI.
A copy of the documents referred to elsewhere in the
Offer Document has been kept open for public inspection at the registered
office of the Company.
Applications have been made to The Hyderabad Stock
Exchange Ltd. (HSE) and The Bangalore Stock Exchange Ltd. (BgSE) for permission
to list the equity shares and for an official quotation of the equity shares of
the Company. In principle sanction has been received from both the Exchanges.
In case the permission to deal in and for official
quotation of the shares is not granted by these Stock Exchanges, the Issuer
shall forthwith repay without interest, all monies received from applicants in
pursuance of this Offer Document and if such money is not repaid within 8 days
after the day from which the Company is liable to repay it, the Company shall
pay interest as prescribed under section 73(2) of the Act.
Attention of the applicant is specifically drawn to
the provisions of sub section (1) of section 68-A of the Act, which is
reproduced below:
(A) makes in a fictitious name an application to a company for acquiring or
subscribing for any shares therein, or
(B) otherwise induces a Company to allot, or register any transfer of
shares therein to him, or any other person in a fictitious name, shall be
punishable with imprisonment for a term which may extend to five years.”
DECLARATION
The issuer accepts full responsibility for the
accuracy of the information given in this Offer Document and confirm that to
the best of their knowledge and belief, there are no other facts the omission
of which make any statement in this Offer Document misleading, and they further
confirm that they have made all reasonable enquiries to ascertain such facts.
If the Company does not receive minimum subscription
of 90% of the amount payable on application for total offered amount on the
date of closure of the issue or if the subscription level falls below 90% 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 8days after the date from which Quantum becomes liable
to pay the amount, Quantum shall pay interest as per section 73 of the Act.
The sum received in respect of the Offer will be
kept in a separate Bank account and Quantum will not have access to such funds
unless allotment of equity shares has been made in consultation with the
Regional Stock Exchange and listing approval has been received from the Stock
Exchanges where listing has been sought.
The Board of Directors of the Company certifies
that-
i)
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 subsection (3)
of section 73 of the Act.
ii)
Details
of all monies utilized out of the Issue referred to in sub-item (i) shall be
disclosed under an appropriate separate head in the Annual report of Quantum
indicating the purpose for which such monies have been utilized and
iii) Details of all unutilized monies out of the
Issue, if any, referred to sub-item (i) shall be disclosed under an appropriate
separate head in the Annual report of Quantum indicating the form in which such
unutilized monies have been invested.
Allotment Letters/ Equity Share Certificates/Letters
of Regret/Canceled stockinvests together with refund orders, if any, will be
despatched at the applicant’s sole risk within 10 weeks from the date of
closure of the subscription list. The Company shall ensure despatch of refund
orders of value up to Rs.1500/- Under Certificate of Posting and Refunds.
Orders over the value of Rs, 1500/- and Allotment Letter/Equity Shares
Certificates by Registered Post only. The Company, as far as possible, will
allot the Equity Shares issued within 30 days from closure of the subscription
list and shall pay interest at the rate of 15% p.a for delay beyond 30 days
(except to applicants applying through stockinvests), if allotment is not made
within 30days from closure of the Issue. The Company will also make available
adequate funds to the Registrar to the Offer for the purpose of despatch of
Allotment Letters/ Share Certificates/ Refund Orders stated above.
Where the permissions have been applied for dealing
and listing of equity shares in Stock Exchanges, if such permission has not
been granted by the Stock Exchanges within 70 days from the date of closure of
the subscription list, then the Company shall forthwith repay without interest
all money received from applicants in pursuance of the Offer Document, and if
any such money is not repaid within 8 days after the Company becomes liable to
repay it (i.e. from the date of refusal or within 70 days from the date of
closure of subscription list whichever is earlier), the Company and every director of the Company who is an officer in default
shall, on and from the expiry of 8
days, be jointly and severally liable to repay that money with interest for the
delayed period @ 15% per annum, if however, an appeal against the decision of any recognized Stock
Exchange(s) refusing permission for the equity shares to be dealt on the Stock
Exchange has been preferred under section 22 of the Securities Contract
(Regulation) Act, any allotment made under this Offer Document shall not be
void until the appeal is dismissed.
Refunds will be made by cheques or pay orders drawn
on the bank(s) appointed by the Company as refund banker. Such instruments will
be payable at par at the places where applications are accepted. Bank charges,
if any, for encashing such cheques or pay orders will be payable by the
applicants.
The subscription list will open at the commencement
of banking hours and will close at the close of banking hours on the days
mentioned below.
Offers Opens
on:
Offer Closes
on:
The Issuer accepts full responsibility for the
accuracy of the information given in this Offer Document and confirm that to
the best of their knowledge and belief, there are no other facts, the omission
of which make any statement in this Offer Document misleading, and they further
confirm that they have made all reasonable inquiries to ascertain such facts.
The Issuer further declare that the Stock Exchanges to which an application for
official quotation is proposed to be made do not take any responsibility for
the financial soundness of this offer or for the price at which the equity
shares are offered, or for the correctness of the statements made or opinions
expressed in the Offer Document.
OFFER
MANAGEMENT TEAM
LEAD MANAGER TO
THE OFFER
Ashika Credit
Capital Limited
408, Taramandal Complex Near
Secretariat, Saifabad Hyderabad
– 500 004. Tel:
6507802/3; Fax: 3542429 |
REGISTRARS TO
THE OFFER
Venture Capital
And
Corporate Investments
Limited 6-2-913/914
3rd floor Progressive
Towers, Khairatabad, Hyderabad
– 500 004. Tel:
3322264,3324804 Fax: 3324803 |
AUDITORS OF THE
COMPANY
Boppudi &
Associates
Chartered Accountant,
Unit No.4, Upper Ground Floor,
Nalanda, Behind Medinova,
Somajiguda,
Hyderabad- 500 082.
COMPLIANCE
OFFICER/COMPANY SECRETARY
Ms. Yalamanchili Sailaja
408, Vaibhav Kunj
Lower Tankbund
Hyderabad – 500 080.
LEGAL ADVISOR
No.7-1-59/7, Ground Floor,
Dharam Karan Road, Ameerpet,
Hyderabad – 500 016.
BANKERS TO THE
COMPANY
The Federal
Bank Limited
Orient Estates, Abids
Hyderabad.
BANKERS TO THE
OFFER
This being an offer of Equity Shares, no credit
rating or appointment of debenture trustee is required.
Underwriting being optional, the issue will not be underwritten.
|
Share Capital |
|
Nominal Value (Rs.) |
|
A) AUTHORISED
70,00,000 |
Equity shares of Rs.10/- each
at par |
7,00,00,000 |
|
B) ISSUED, SUBSCRIBED AND FULLY PAID
49,20,800 |
Equity shares of Rs.10/- each
for cash at par |
4,92,08,000 |
|
C) PRESENT ISSUE THROUGH THIS OFFER
DOCUMENT
16,79,200 |
Equity shares of Rs.10/- each
for cash at par |
1,67,92,000 |
|
D) OUT OF PRESENT 29,200 |
Equity shares of Rs.10/- each
for cash at par reserved on firm allotment basis to promoter, their friends,
relatives and associates. |
2,92,000 |
|
E) NOW OFFERED TO PUBLIC
16,50,000 |
Equity shares of Rs.10/- each
for cash at par. |
1,65,00,000 |
|
F) PAID UP CAPITAL AFTER THE OFFER
66,00,000 |
Equity shares of Rs.10/- each
for cash at par |
6,60,00,000 |
NOTES:
1.
Details
of Equity Share Capital allotted by Quantum are as under:
|
Date of Allotment |
No. of shares (face value Rs.10/-) |
Total Paid up Capital |
Offer Price (Rs.) |
Consideration
|
Remarks
|
|
01-10-1998 |
700 |
7,000 |
10 |
Cash |
Subscribers to the memorandum |
|
10-02-2000 |
49,20,100 |
4,92,01,000 |
10 |
Cash |
Private Placement |
|
Total |
49,20,800 |
4,92,08,000 |
|
|
|
|
Sl. No. |
Name of the Shareholder |
No. of shares
|
% stake in total pre-issue capital |
% stake in total post-issue capital |
|
1. |
Mr. R Vijay Kumar, |
200000 |
4.06 |
* |
|
2. |
Mr.Kamal K Kacholia |
50000 |
1.02 |
* |
|
3. |
Mrs.Nirmala Malpani |
120000 |
2.44 |
* |
|
4. |
Mrs.Namrata Malpani |
232000 |
4.71 |
* |
|
5. |
Mr.Abhay Malpani |
125000 |
2.54 |
* |
|
6. |
Mrs.Sunita Ladha |
180000 |
3.66 |
* |
|
7. |
Mr. J. C. Ladha |
75000 |
1.52 |
* |
|
8. |
Friends
& Relatives of Promoter |
684500 |
13.91 |
* |
|
Total |
|
1666500 |
33.86 |
25.25 |
* Post-issue holdings of the promoters would remain
same as of pre-issue holdings.
4. (b)
Particulars of top ten shareholders as on the date of filing the Offer Document
with ROC and ten days prior to filing with ROC.
|
Sl. No. |
Name of the
shareholder
|
No. of
shares held
|
|
|
|
|
Ten days prior to date of
filing with ROC |
On the date of filing with
ROC |
|
1 |
|
|
|
|
2 |
|
|
|
|
3 |
|
|
|
|
4 |
|
|
|
|
5 |
|
|
|
|
6 |
|
|
|
|
7 |
|
|
|
|
8 |
|
|
|
|
9 |
|
|
|
|
10 |
|
|
|
4. (c) Aggregate number of securities purchased
or sold by promoters/Directors/Promoter’s Group, their friends & relatives,
of the company during the last six months: The company is going for IPO and
such the shares of the company are not listed on any of the Stock Exchanges. Thus the information
about purchases or sales by Promoter
Group/ Directors/Promoters during the period preceding six months
is not material.
5. The current share holding
pattern of Quantum and the post offer shareholding pattern is given below:
Promoters
|
Pre offer
|
Post offer
|
||
|
|
No. of shares held |
% stake in total |
No. of shares held |
% stake in total |
|
Promoters, Friends, Relatives & Associates |
49,20,800 |
100.00 |
49,50,000 |
75.00 |
|
General Public |
- |
- |
16,50,000 |
25.00 |
Total
|
49,20,800 |
100.00 |
66,00,000 |
100.00 |
6. Equity
shares comprising 20% of the Post Offer capital will be locked in as under:
The following equity shares will be
locked in:
|
Date of allotment |
No. of shares |
Offer Price |
Face value (Rs.) |
% of post offer paid up
capital |
Lock-in upto * |
|
10-02-2000 |
12,90,800 |
10.00 |
10.00 |
19.56 |
3
years |
|
To
be allotted |
29,200 |
10.00 |
10.00 |
0.44 |
3
years |
|
Total |
13,20,000 |
|
|
20.00 |
|
* From the
date of allotment or from the date of commencement of commercial operations as
stated in
offer
document (April, 2000), whichever is later.
The equity shares being issued/offered are subject
to the terms of this Offer Document, the terms and conditions contained in the
Application Form, the Memorandum and Articles of Association of the Company,
provisions of the Act and the RBI approval under the Foreign Exchange
Regulation Act, 1973, other applicable acts and the Letters of Allotment/
Allocation/ Equity Shares certificates or other documents and the guidelines
issued from time to time by the Government of India and Securities and Exchange
Board of India (SEBI), Depositories
Act, 1996.
Pursuant to Section 81(1A) of the Companies Act
1956, the present Issue of 16,50,000 equity shares has been authorized vide
Special Resolution passed at the Extra Ordinary General Meeting held on 21st
day of January, 2000 at the Registered office of the Company.
Face Value: The face value of the equity shares will
be Rs.10/- per share.
Offer Price: The equity shares are being offered at
a price of Rs.10/- per share.
TERMS OF
PAYMENT:
Applications should be for a minimum of 200 equity
shares and in multiples of 100 equity shares thereafter. The entire amount of Offer
price of Rs. 10/- per share is payable on application.
Where an applicant is allotted/allocated lesser
number of equity shares than the shares applied for, the excess amount paid on
application shall be refunded to the applicant. No interest would be payable on
application money pending allotment up to 30 days from the date of closure of
the Offer.
RANKING OF
EQUITY SHARES
The
equity shares to be offered shall be subject to the Memorandum and Articles of
Association of the Company and shall rank pari passu with the existing equity
shares of the Company save and except that the holders of the equity shares now
being issued will not be entitled to dividend, if any, declared or paid by the
Company for any period prior to the date of allotment/allocation. They will be
entitled to dividend, if any, declared or paid on the equity shares in such
proportion as is attributable to such part of the financial year after which
such equity shares were allotted/allocated/transferred. The proportionate
dividend, if any, up to the date of allocation in this offer on the shares
being offered by the Offerers will be paid to the Offerers.
a)
Right
to receive dividend, if declared.
b)
Right
to attend general meeting and exercise voting rights unless prohibited by law.
c)
Right
to vote on a poll either personally or by proxy.
d)
Right
to receive offer for rights shares and be allotted bonus shares.
e)
Right
to receive surplus on liquidation.
Application forms together with Memorandum
containing Salient features of the Offer Document may be obtained from
Registered office of the Company, Lead Manager, Registrar to the Offer and
Bankers to the Offer named herein or from their branches as stated on the
reverse of the application form.
2. Who can apply:
Applications
may be made by –
a)
Indian
nationals resident in India who are majors, in single or joint names (not more
than three).
b)
Hindu
Undivided Families in the individual name of the Karta.
c)
Companies,
Corporate Bodies and Societies registered under the applicable law in India and
authorized to invest in the shares.
d)
Indian
Mutual Funds registered with SEBI, Indian Financial Institutions, Commerical
Banks and Regional Rural Banks, Co-operative Banks subject to permission from
RBI.
e)
Trust
registered under Societies Registration Act, 1860, or any other Trust law are
authorized under their constitution to hold and invest in shares.
3. Procedure
for Application by Indian Public
Application
must be:
a)
Made
only in the prescribed application form in white color accompanying the
memorandum containing salient features of the offer document.
b)
Completed
in full in block letters in English except signatures, in accordance with the
instructions contained herein and in the application form. Applications not so
made are liable to be rejected.
c)
For
a minimum of 200 equity shares and in multiples of 100 thereafter.
d)
In
single names or joint names (not more than three).
e)
Applicants
residing at places where no collection centers have been opened may submit/mail
their applications at their sole risk along with application money due thereon
by Demand Draft to the Registrar to the Offer at their Hyderabad address,
superscribing the envelope “Quantum Softech Limited – Public Offer” so as to
reach the Registrar at Hyderabad on or before the closure of the subscriptions
list. Such demand drafts should be payable at Hyderabad only. The charges, if
any, for purchase of the demand drafts will have to be borne by the applicant.
f)
Application
by Indian Mutual Funds/Indian Financial Institutions/Banks/Investment
Institutions: A separate application can be made in respect of each scheme of
an Indian Mutual Fund registered with SEBI and such applications will not be
treated as multiple applications provided the applications made by the
AMCs/Trustees/the Custodians clearly indicate their intention as to each Scheme
concerned for which application has been made.
All cheques/bank drafts accompanying the application
should be crossed “A/c payee only” and should be drawn in favour of “QUANTUM
SOFTECH LIMITED – PUBLIC OFFER”.
For further
instructions please read the Application Form carefully.
INSTRUCTIONS FOR PAYMENT:
Payments should be made in cash
or cheque or demand draft or Stockinvest drawn on any Bank (including any
co-operative bank) which is situated at and is a member or a sub-member of the
Bankers “Clearing House” located at the Centers (indicated in the Application
Form) where the Application is accepted. A separate cheque/demand
draft/Stockinvest should accompany each application.
Money order, postal orders,
outstation cheques or demand drafts, cheques/drafts drawn on banks not
participating in the “clearing” will not be accepted and applications
accompanied with such instruments will be rejected.
All cheques or demand drafts by
applicants in the general category accompanying the application must be crossed
“A/c payee only” and made payable to “Quantum Softech Limited - Public Offer”.
You are requested to mention the application form number on the reverse of the
cheque/drafts/Stockinvest. No separate receipts will be issued for the
application money. However, the Bankers to the Offer receiving the application
form will acknowledge the receipt of the application by stamping and returning
to the applicant the Acknowledgement Slip of each application form. For further
instructions, please read the application form carefully.
In case payment is effected in
contravention of the conditions mentioned herein, the application money will be
refunded and no interest will be paid thereon.
APPLICATION (S) WILL NOT BE ACCEPTED BY THE LEAD
MANAGER OR REGISTRAR TO THE OFFER
APPLICATION BY WAY OF
STOCKINVEST:
The applicant being an individual
or Indian Mutual Fund only has the option to use Stockinvest for applying for
equity shares now offered in terms of this Offer Document. Stockinvest can be
obtained from any Bank issuing such instrument in various denominations by
making the necessary applications and depositing the amounts with the respective
banks. The applicant using the Stockinvest should submit the application form
to any of the Bankers to the Offer before closing of the subscription list
alongwith the Stockinvest after filling in the appropriate amount.
The applicant may approach the
issuing bank for Issue of Stockinvest of required denomination(s) for payment
of application money.
1. The prospective investor, at
the time of request for Issue of Stockinvest to the issuing bank may have to:
a)
Indicate that he agrees to abide by the terms of Offer and
encashment of the Stockinvest.
b)
Give irrevocable authority to his bank to mark a lien for
the value of the Stockinvest against the balance held in his
savings/current/other deposit account.
c)
Agree that the issuing bank will not be liable for any
damages or consequences arising out of the loss of these instruments.
2. Banker’s lien on the
applicant’s deposit account will be automatically lifted when:
a)
A valid instrument is presented by the Controlling Branch
of the Collecting Bank,
b)
The canceled Stockinvest is surrendered by the applicant or
applicant has not received the advice of allotment.
c)
On execution of any indemnity bond in favour of the bank
after the expiry of the validity period (i.e. 4 months) of the Stockinvest.
3. The Stockinvest should bear
“Account Payee” and “Non-Negotiable” crossing and will be payable only to the
account of the Issuer Company i.e. “Quantum Softech Limited”. Stockinvest
should be utilized 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 Stockinvest and
the signature of the first applicant on the application form does not tally,
the application would be treated as having been accompanied by a third party
Stockinvest and is liable for rejection.
4. Stockinvests are to be
used by the purchaser(s) within 10 days of its issue and for this purpose the
last day for use of the Stockinvest for submitting application to the Bankers
to the Offer should be indicated on the face of the Stockinvest with a notation
“To be used before….”
5. The Stockinvest will be
issued to the applicant in blank format after authentication of the date of
Offer by the designated branch. The Stockinvest duly completed should be
submitted along with the APPLICATION FORM to the Bankers to the Offer.
6. No refund will be made to
those applicants using Stockinvest for payment of application money.
In case of non-allotment of Equity Shares, the canceled
Stockinvest instrument will be returned to the applicant, who will have to
approach the issuing bank branch for lifting of lien.
Applications with Stockinvest not fulfilling the above criteria
are liable to be rejected. The applicant may approach the banks concerned for
obtaining Stockinvest and detailed instructions for the same.
The applicant using Stockinvest should submit the application
form along with the instrument to any of the Bankers to the Offer or their
Branches mentioned in the application form. The Stockinvest instruments are
payable at par at all the branches of the issuing bank and as such outstation
Stockinvest instruments payable only at Hyderabad can also be attached to the
application form, if the issuing Bank has a branch at the place of submitting
the application.
The applicant has to fill in the following particulars:
1.
Title of the account i.e. “Quantum Softech Limited”
2.
The number of equity shares applied for
3.
The amount payable on the equity shares applied for and
4.
The name and address where the Stockinvest should be
returned in case of non-allotment.
The instrument should thereafter be signed by the applicant.
Service charges, if any, for issuing Stockinvest must be borne by the
applicant.
The applicant should not fill in the portion to be filled up by
the Registrar to the Offer (right hand portion of the instrument). The
Registrar to the Offer will fill up the right hand portion of the Stockinvest
indicating the equity shares allotted to the applicant and also the amount
calculated as follows:
a)
In case of full allotment, the number of equity shares and
the amount on the right hand side will be the same as the left hand side of the
instrument.
b)
In case of partial allotment, the number and the amount
payable in respect of equity shares so allotted, filled up by the Registrar (on
the right hand side of the instrument) will be less than or equal to the number
and the amount filled up by the applicant (on the left hand side of the
instrument).
c)
In case the allotment is nil, the number and the amount
filled up by the Registrar on the right side of the instrument will be nil.
The above information is given for the benefit of investors and
the Company is not liable for any modification of terms of Stockinvest or
procedure thereof by issuing Banks.
Inquiries relating to Stockinvest may be addressed only to the
Registrar to the Offer and not to the issuing Bank.
Registrar to the Offer have been authorized by the Company vide
a Board Resolution passed on 14th January 2000 to sign on behalf of
the Company for realizing the proceeds of the Stockinvest of the successful
allottees from the issuing bank or to affix non-allotment advice on the
instrument or to cancel the Stockinvest of the non-allottees or partly
successful allottes who have enclosed more than one stock-invest. The canceled
instrument shall be sent back by the Registrar to the investors directly.
Only Indian mutual funds and individuals are entitled to use
stockinvest. There is a ceiling of
Rs.50, 000/- per individual
per stockinvest for individual applicants. This ceiling is not applicable for
Indian mutual funds.
DISPOSAL OF APPLICATION MADE BY STOCKINVEST:
The procedure for disposal of
applications made by cash/cheque/demand draft will apply mutatis mutandis to
Stockinvest except the following:
1.
In case of non-allotment, stockinvest will be canceled by
the Registrar to the Offer and returned to the applicant.
2.
In case of allotment/partial allotment, the Registrar to
the Offer shall fill in the amount in the stockinvest which would be less than
or equal to the amount filled by the investor and present the stockinvest duly
discharged on behalf of the Company for collection.
3.
In case the canceled stockinvest is not received by the
investor from the Registrar, lien will be lifted by the issuing branch on
expiry of four months from the date of Offer against an indemnity bond from the
applicant.
4.
Inquiries relating to stockinvest may be addressed to the
Registrar and not to the issuing bank.
DISPOSAL OF APPLICATION AND APPLICATION MONEY:
No receipt will be issued for
application money. However, the Bankers to the Offer receiving the applications
will acknowledge the receipt of the application by stamping and returning the
detachable acknowledgment slip appended to each application.
The sum received in respect of
the Offer will be kept in separate bank accounts and the Company will not have
any access to the funds unless approval of the Regional Stock Exchange i.e. The
Hyderabad Stock Exchange Ltd. is obtained for the basis of allotment and
listing approval from all the Stock Exchanges where listing is proposed.
The Company reserves the full,
unqualified and absolute right to accept or reject any application in whole or
part and in either case without assigning any reason thereof.
INTEREST IN CASE OF DELAY ON ALLOTMENT/ALLOCATION
& DISPATCH:
a.
As far as possible, allotment/allocation of securities
offered to the public shall be made within 30 days of the closure of this
offer.
b.
The Issuer shall pay interest @ 15% per annum for the
period of delay beyond 30 days, if the allotment/allocation has not been made
within 30 days from the date of closure of the Offer (except to applicants
applying through stockinvest).
SCOPE OF ACTIVITIES OF THE REGISTRAR TO THE OFFER:
The Registrar to the Offer shall
also be the Share transfer agent and would also be responsible for all the post
Offer activities pertaining to this Offer.
General Information:
1. Joint Applications: An
application may be made in single or joint names (not more than three) as
mentioned elsewhere in the prospectus. In case of a joint application, refund
pay order (if any) and dividend/warrants, etc. will be made out in favour of
the first applicant. All communications will be addressed to the applicant
whose name appears first and will be dispatched to the first applicant’s
address stated in the application form.
2. Multiple Applications: An
applicant should submit only one application (and not more than one) for the
total number of equity shares required. Applications may be made in single or
joint names (not more than three). Two or more applications, in single and/or
in joint names will be deemed to be multiple applications if the sole and/or
first applicant is one and the same. However separate applications can be made
in respect of each scheme of Indian Mutual Fund registered with SEBI and that
such applications will not be treated as multiple application provided that the
applications made by AMC/Trust/Custodians clearly indicate their intention as
to each scheme concerned for which application has been made. The Board
reserves the right to accept/reject in its absolute discretion all or any
multiple application(s).
3. Application under Power of
Attorney :In case of applications under a Power of Attorney or by
limited companies or bodies corporate or societies, the relevant Power of
Attorney or the relevant resolution or authority to make the application, as
the case may be, together with a certified true copy thereof along with a copy
of Memorandum and Articles of Association and/or bye-laws must be attached to
the Application form at the time of making the application or lodged for
scrutiny separately indicating the serial no. of the application form with the
Registrar to the Offer at their Hyderabad address, within 10 days from the
closure of the Offer. Failing which, the Issuer reserves the full, unqualified
and absolute right to accept or reject any application in whole or in part and
in either case without assigning any reason thereof.
4. Thumb impression or
signature in languages other than English, Hindi and Telugu must be attested by
Magistrate or Notary Public or a special Executive Magistrate under his
official seal.
5. All communications should be
addressed to the Registrar to the Offer.
6. The applicant should mention
the application form number on the reverse of the instrument through which
payment is made.
7. Applicants are advised that
it is mandatory for them to indicate in the space provided in the application
form, details regarding their Savings Bank/Current Account numbers and the name
of the branch of the bank to which they want the proceeds of refund to be
credited. Applications not containing such details are liable to be rejected.
8. Where an application is for
allotment of equity shares for a total value of Rs.50, 000 or more i.e. the
total number of securities applied for multiplied by the Offer price is Rs.50,
000 or more, the applicant or in the case of applications in joint names, each
of the applicants should mention his permanent account number allotted under
the Income Tax Act, 1961, or where the same has not been allotted, the GIR
number and the Income Tax Circle/Ward/District should be mentioned. In case
where neither the permanent account number nor the GIR number has been
allotted, the fact of non allotment should be mentioned in the application
form. Application forms without this information will be considered incomplete
and are liable to be rejected.
9. Having regard to provisions
of section 269 SS of Income Tax Act, 1961, the subscription against the equity
shares application for an amount of Rs.20, 000 or more should not be effected
in cash and must be offered only by an A/c payee cheque/bank draft/stockinvest.
In case payment is effected in contravention of the provisions, the application
is liable to be rejected and application money will be refunded without
interest.
10. A separate
cheque/stockinvest/bank draft must accompany each application form.
DEPOSITORY OPTION TO INVESTORS
1. A tripartite agreement has been
signed between Quantum Softech Limited, Venture Capital and Corporate
Investments Ltd., and __________ for
offering the depository option to the investors.
2. Quantum has paid the one
time charges to ___________.
3. The investor has the option
to seek allotment of equity shares, either in electronic or physical mode.
Applications made both in electronic and physical mode by the same applicant(s)
will be treated as multiple applications which will be dealt with in a manner
as detailed elsewhere.
4. Such an option if exercised
should be indicated in the relevant blocks in the share application form
itself.
5. Investors who wish to apply
for equity shares in electronic form need to have atleast one Beneficiary
Account with a Depository Participant prior to the application.
6. Allotment Advice/Refund
Orders will be directly sent to the investors by the Registrars.
7. If incomplete/incorrect
investor Depository account details are given in the application form, physical
equity shares will be allocated to the investor.
8. Responsibility for
correctness of applicant’s demographic details given in the Share Application
form vis-ŕ-vis those with his/her Depository Participant, would rest with the
investor.
9. Shares in the electronic
form can be traded only on Stock Exchanges having electronic connectivity with
the______________.
TAX BENEFITS
The Company has been advised by
the Auditor of the Company namely M/s Boppudi & Associates, Chartered
Accountant vide their letter dated 3rd January, 2000 that under the current
provisions of the Income Tax Act, 1961, and the existing laws for the time
being in force, the following benefits, inter alia, will be available to the
Company and the members:
Benefits to the Company
1.
The Company in accordance with and subject to the
conditions and to the extent specified in section 80 HHE of the IT Act would be
entitled to deduction of the 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.
Under the provisions of Sec.112 of the IT Act, 1961, long
term capital gains would be charged to tax at the rate of 20%.
3.
The company will be entitled to a deduction of 1/10th
of the preliminary expenses incurred for the issue of shares every year
beginning with current years subject to limit laid down in Sec.35 D of IT Act,
1961.
Benefits to the Shareholders
1.
Under Section 10 (33) of the IT Act, the dividend received
by the shareholders of the Company is totally exempt.
2.
As per Section 112 of the IT Act, with effect from 1 April
1999, the tax on the long term capital gains arising on sale of the listed
security will be lower of 10% of capital gains (computed without indexation
benefits) or 20% of capital gains (computed with indexation benefits).
3.
In accordance with and subject to the conditions and to the
extent specified in Section 54EA of the
IT Act, the shareholders would be entitled to exemption from long term
capital gains on sale of their shares in the Company.
4.
In accordance with and subject to the conditions and to the
extent specified in Section 54EB of the
IT Act, the shareholders would be entitled to exemption from long term
capital gains on sale of their shares in the Company.
5.
In case of a 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 IT Act, the shareholders would be
entitled to exemption from long term capital gains on the sale of their shares
in the Company.
6.
Wealth
Tax: Total exemption from wealth tax would be available on investment in
shares of the Company.
7.
Gift
Tax: Effective from 1 October 1998, no gift tax shall be levied on gift of
shares of the Company.
III. PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The present offer of equity
shares is being made:
i) To finance cost of Software
Development Center at Hyderabad.
ii) To finance Working Capital
Requirement of the Company.
iii) To setup an Overseas
Marketing office in USA.
iv) To list the equity shares of
the Company on the Stock Exchanges and
v) To meet the Expenses of the
Offer.
The main objects clause of the
Memorandum of Association of the Company enables the company to undertake the
activities for which the funds are being raised.
COST OF PROJECT
& MEANS OF FINANCE
The cost of the project and the
utilization of funds have been appraised by The Federal Bank Limited vide their
letter no. Hyd/Quantam/LD693/2000 dated 19.1.2000 and the details are as
follows:
|
COST OF PROJECT |
Rs. IN LACS |
|
PROJECT |
AMOUNT |
|
Buildings |
150.00 |
|
Plant and Machinery |
198.55 |
|
Furniture and fixtures |
68.00 |
|
Misc. Fixed Assets |
53.45 |
|
Overseas Corporate Office |
100.00 |
|
Preliminary and Pre-operative
Expenses |
65.00 |
|
Working Capital |
100.00 |
|
Total |
735.00 |
MEANS OF FINANCE
|
Equity: a) Promoters 495.00 b) Public 165.00 |
660.00 |
|
Term Loan |
75.00 |
|
TOTAL |
735.00 |
1.
Upto 10thFebruary, 2000 Quantum has invested a
total sum of Rs.179.84 lacs on the above project which is fully funded out of
the promoter’s equity. This expenditure has been certified by M/s Boppudi &
Associates, Chartered Accountant, Statutory Auditor of the Company vide letter
dated 11th February, 2000.
2.
Term Loan of Rs. 75 lacs has been sanctioned by the Federal
Bank Ltd. vide Sanction Letter no.Hyd/Quantam/LD693/2000 dated 19.1.2000 and
Order No. 4285 dated 19.01.2000.
IV. COMPANY, MANAGEMENT & PROJECT
HISTORY OF QUANTUM
The Company was incorporated on 3rd
September 1998 under the Companies Act, 1956 in the name & style of Quantum
Mindware Limited by Mr. R. Vijay Kumar. The original signatories to the
Memorandum of Association were Mr. R. Vijay Kumar, Mr.J .C. Laddha, Mr.Mahesh
Kumar, Mr.Prem Kumar Baldawa, Mr.V.G.Satyanarayana, Mr.Abbi Karun and Mr.P
Srinivas. The Company obtained Certificate of Business Commencement on 18th
May 1999. In terms of Section 23(1) of the Companies Act, 1956, the name of the
Company was changed to Quantum Softech Limited on 1st December 1999
and a fresh Certificate of Incorporation was obtained. The Company proposes to
provide various services in the field of Information Technology such as
creating an offshore software development facility for its clients worldwide,
providing world class quality software services to meet customer needs at
Indian costs, undertake software development on emerging platforms and services
for database management and E-Commerce solutions, on-site requirement of
overseas clients etc.
The Company has made an
Application to Director, Software Technology Park of India at Hyderabad for the
registration of the unit.
MAIN OBJECTS OF THE COMPANY
The main objects of the Company
as stated in the Memorandum are as follows:
1. To design and develop
import, export, sale, deal and purchase of computer software and hardware for
all applications and also maintain, repair and otherwise deal in all kinds of
microprocessor modules, systems and mini and macro computer based systems and
electronic instrumentation system, data processing equipment, softwares, all
types of computers, required in industrial control applications, electronic
circuits, entertainment, equipment space research and electronic industries of
every kind and to establish data processing centers and provide service as
programmers, system analysts, and to provide consultancy with use of any type
of computers and electronic equipment software technology and devices of all
kinds.
2. To establish computer
educational institutions, training centers, counseling centers, consulting
services, recruiting and placement services and to create data processing
facilities and supporting services and to undertake and execute any contract
involving computer based system feasibility study, software and hardware
development systems and programming data analysis and research and development
and design, develop, manufacture, as also all software packages for domestic
and overseas market and to establish marketing franchisee network all over the
world.
SUBSIDARY COMPANY
Quantum has no subsidiary
companies.
PROMOTERS & DIRECTORS BACKGROUND
Mr. R Vijay Kumar, aged 54 years, obtained a
degree in 1967 in MS (Mechanical Engineering) from Duke University, North
Carolina, USA. During his masters degree, he had undergone training in FORTRAN
Programming. He has a wide knowledge of various business domains. He has strong
software skills and is highly proficient in RDBMS database concepts and
designs. During 1967-69, he worked in Westing House Electric Corp.,
Philadelphia, USA and was associated with the Rotating Parts division for power
house turbine manufacture. Thereafter, in the year 1969, he moved into
packaging industry in India, manufacturing corrugated paper containers and
continued till 1981. In 1981, he promoted his own firm M/s Ajaysheel, for
marketing of industrial products such as Industrial power transmission belting,
Industrial conveyor belting and Industrial hitech ceramics and also associated
as a partner in Triveni Builders and Developers and Triveni Enterprises which
are engaged in the business of construction of apartments. In 1994 Malpani Soft
(Pvt.) Ltd, a company promoted by him commenced business of development of
packaged software for small to medium industries.
Dr. J.S.R. Subrahmanyam aged 49
years, obtained a degree in B.E (Electronics & Communications) from Andhra
University in 1972 and Ph.D. in Computer Engineering from IIT, Kharagpur in
1986. Before joining QSL, he was the head of Software Development and Professor
of Computer Science & Engineering at BM Birla Science Centre and Birla
Institute of Technology, Hyderabad Centre. Besides this, he has Industrial/
Research / Academic experience with reputed establishments such as BPL, Omnitel
ICS/ARCS, University of Hyderabad, Nagarjuna University, Bharat Electronic
Limited etc at India and IntelCoporation, US West, CST Inc. etc at USA,
Liechtenstein Telecom Authority Vaduz, Team System- Vienna, Anritsu Japan etc.
related to the hi-tech areas of Computer/ Communications/ Electronics
Engineering fields. He has also promoted Midas Enterprises Private Ltd.,
Hyderabad, Dialnet Communications Ltd., New Delhi, Spring Electronics Private
Limited, Hyderabad, APEL Radio Communications Private Limited, Hyderabad and
Computer Science and Technology (India) Private Limited.
Mr. Iain Allison , aged 39 years, obtained a
degree in 1987 in MBA from London Business School, UK. Since March 1999, he is a Managing Director
in Zuckerman and Associates, an international consulting firm. He was Country
Head and partner in Caspian Securities Ltd., India between 1996 to 1998. During
his this tenure, he had undertaken placement of equity shares of Software
Solutions Ltd., a software company. He
has a very strong understanding of global software trends and a special
expertise in marketing and identifying opportunities in the global IT industry.
Dr. Paul Zuckerman aged 55 years, obtained
Ph.D. in Agricultural Economics in 1974 from Reading University. He was
Managing Director in charge of Caspian Securities Ltd. during 1995-98 and was
responsible for managing and setting up the investment banking department worldwide;
for raising equity for the group and for chairing the investment banking
committee. The principle markets for Caspian were Argentina, Brazil, Russia,
Turkey, India, Indonesia, Malaysia and China.
He retained specific responsibility for the Asian Subcontinent. Under his leadership, Caspian led its first
capital markets transaction (UTI PSU Fund), completed a number of private
equity placements (for e.g. Ester Corporation, India), and undertook its first
corporate finance advisory mandates. He worked in World Bank Washington D.C.,
as Senior Agricultural Economist (1974 - 1978), responsible for the development
of a major lending program in Western Africa for broad based agricultural
development projects and for undertaking detailed agricultural policy analysis
in Nigeria and Ghana.
Mr. Kamal K Kacholia, aged 49 years, obtained a
degree in B.E. (Chemical Engineering) in 1973 and M.B.A in 1976 from Case
Western University, USA. During 1973 to 1977, he worked at LIFE SYSTEMS Inc. as
Project Manager on various R & D projects for US Army, Navy, EPA, NASA.
Thereafter, he returned to India and joined NTB International Pvt. Ltd. as
Technical Director. Since 1980, he is a Managing Director of NTB group i.e. NTB
Hitech Ceramics Ltd. and NTB International Pvt. Ltd. (Power Transmission &
Conveyor Belting Division) which is in collaboration with Sample Beltings,
Italy. NTB International has received the prestigious FIE foundation award
during IMTEX – 1991 for outstanding Indigenous Design on NTB equipments. He is also
a Promoter/Director of Bowsmith Irrigation Ltd. and a partner in Transcon
International.
Mr. Francis Bruce Pike, aged 46
years, obtained a degree in M.A (Hons.) in the year 1976 from Selwyn College,
Cambridge. He joined Peregrine Investments Holdings Pvt. Ltd. in the year 1993.
In 1994, he moved to India and setup the first Indian investment bank,
Peregrine India of which he became Chairman in 1997 and is continuing till
date. In 1998 he joined NM Rothschild & Sons Ltd. as a Director and was also
appointed Director of Continuation Investments NV and Chairman of Rothschild
Ventures Limited, responsible for overseeing the establishment of the European
venture capital business.
DETAILS OF AFFILIATE/ASSOCIATE CONCERNS OF THE
PROMOTERS
Mr. R Vijay Kumar, main promoter
of the company was involved in establishing of other Companies/Firms/Ventures
whose details are as under:
1. Malpani Soft Pvt.Ltd: Mr. R.
Vijay Kumar promoted this company and the other signatories to the Memorandum
of Association are Mr. Ajay Malpani and Mrs. Sheetal Jajoo. Mr. R. Vijay Kumar resigned from the post of
Managing Director of the company on 14th December,1999. The Company is in the field of development
of software solutions consisting financial accounting, inventory management,
payroll management and sales order processing and invoicing for medium and
small size business. The financial results for the last 3 years are as under:
(Rs. In Lacs)
|
|
Year ended 31.3.99 |
Year Ended 31.3.98 |
Year ended 31.3.97 |
|
Share Capital |
17.46 |
17.46 |
17.46 |
|
Free Reserves & Surplus |
Nil |
Nil |
Nil |
|
Total Income |
10.86 |
2.98 |
13.12 |
|
Profit/(Loss) after Tax |
2.73 |
(13.88) |
( 3.94) |
2. Ajaysheel: Mr. R.
Vijay Kumar was the sole proprietor of
this firm, which was engaged in the trading of Industrial Hydraulic
Ceramics in Power Transmission and Conveyor Belts, and these activities were
discontinued from 01.01.2000 due to his full time involvement in Quantum.
3. Triveni Builders &
Developers: Mr. R. Vijay Kumar is one of the partners of the firm
along with 5 others. The firm was engaged in the construction of a residential
building complex, which was completed in 1995 and the sale of flats were
completed in the year 1997. Thereafter,
no transactions have taken place in this firm.
4. Triveni Enterprises: Mr. R.
Vijay Kumar is one of the partners of the firm along with 8 others. The firm was engaged as promoters,
developers and marketers of building complexes. No transactions have taken
place since past three years in regard to these activities in the said firm.
There are no outstanding
litigations against these Companies/Firms/Ventures where the promoters of
Quantum are associated except Triveni Builders & Developers where Income
Tax Department has raised a tax demand of Rs.5, 75,548 and penalty of Rs.3,
35,703 for the Asst. year 1994-95 which is pending with appellant tribunal and
a tax demand of Rs.7, 07,636 for the Assessment year 1995-96. The firm have
already paid a sum of Rs.2, 65,365/- against the tax demand for the Assessment
year 1995-96 and balance amount of Rs.88, 453/- is outstanding besides
Rs.3,53,818 (50% of liability for which stay granted by CIT Appeals). As regards
Assessment year 1994-95, an amount of Rs. 2,00,000 has already been paid and a
sum of Rs.50,000/- is to be paid by 15.03.2000 and for the balance amount of
Rs.2,25,548/- stay was granted.
BOARD OF DIRECTORS
|
Name |
Address |
Educational Qualifications |
Other Directorship |
|
Mr. R Vijay Kumar Managing Director |
101, Vaibhav Apts,Ramkote,
Hyderabad. |
MS (Mechnical Engineering) |
Malpani Soft Pvt. Ltd. |
|
Dr. J S R Subrahmanyam Executive Director (Technical) |
No.585, Gandhinagar,
Hyderabad-80 |
Ph.D (Computer Engg.) |
Midas Enterprises Pvt.Ltd. Dialnet Communications Ltd. |
|
Mr. Iain Allison |
12, Silverdale Road, Wargrave,
Berks RG 10 8EA, UK. |
MBA |
Zuckerman & Associates |
|
Dr. Paul Zuckerman |
105, Grosvenor Road, London. SWIV 3LG. |
Ph. D. Agricultural Economics |
Five Arrows Chile Investment Trust Ltd. UTI Public Sector Fund Ltd. Garban Plc. Vetiver Network, Washington D.C. |
|
Mr. Kamal K. Kacholia |
Vedang Building Opp: ITI Aundh Road Pune – 411 007. |
BE (Chemical Engineering) & MBA, USA. |
Bowsmith Irrigation Ltd. Transcon International Banswara Syntex Ltd. Managing Director – NTB International Pvt. Ltd NTB Hitech Ceramics Ltd. |
|
Mr. Francis Bruce Pike |
10, Randolph Road, Little Venice, London W91AN |
MA (Hons) Selwyn College, Cambridge. |
Kazakhstan Fund Continuation Investments NV Rothschild Ventures Ltd.
|
ORGANISATION
CHART
|
|
|
Board of Directors |
|
|
||||
|
|
|
|
|
|
|
|
||
|
|
|
R.Vijay Kumar Managing Director |
|
|
||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
|
Dhiraj Singh |
|
Dr. J
S R Subrahmanyam |
|
Mukesh Lakhotia |
|
Y Sailaja |
||
|
Manager Marketing |
|
Executive Director (Technical) |
|
General Manager (Finance& Admn.) |
|
Company Secretary |
||
|
|
|
|
|
|
|
|
||
|
|
|
N.V.Sitaram |
|
|
|
|
||
|
Associate Marketing |
|
Senior
System Analyst |
|
Associates Finance |
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
Project Managers Team Leaders Programmers |
|
Associate Administration |
|
|
||
KEY MANAGEMENT PERSONNEL
The Board of Directors is
assisted in the day to day operations of the company by the following key
management team:
|
|
Name |
Designation |
Qualification |
Age (yrs) |
Date of Joining |
Total Experience (yrs) |
|
1. |
Mr. R.Vijay Kumar |
Managing Director |
MS (Engg) |
56 |
Since Inception |
30 yrs |
|
2. |
Dr.JSR Subrahmanyam |
Executive Director (Technical) |
Ph.D.(Comp. Engg.) |
49 |
February, 2000 |
27 yrs |
|
3. |
Mr.Mukesh Lakhotia |
General Manager (Finance &
Admn.) |
B.Com(Hons) A.C.A |
32 |
Jan., 2000 |
6 yrs |
|
4. |
Mr.Dhiraj Singh |
Manager (Marketing) |
MBA MIM ME |
29 |
Mar., 2000 |
6 yrs |
|
5. |
Mr. N.V. Sitaram |
Sr.System Analyst |
B.Com M.C.A. |
25 |
Jan., 2000 |
3 yrs |
1.
Mr. R. Vijay Kumar, Managing Director of Quantum Softech
Ltd. has over 6 years of experience in IT and over 24 years of experience in
manufacturing, trading and construction etc.
2.
Dr. JSR Subrahmanyam, the Executive Director of Quantum,
has over 27 years of IT and Industrial/ Research/ Academic field
experience.
3.
Mr. Mukesh Lakhotia, is A.C.A by qualification. He has 6
years of experience in the finance field. Prior to joining Quantum, he was
working with Magma Leasing Ltd. Calcutta, an NBFC as Manager, Corporate Finance. During March 1997 to April 1999, he
worked with M/s Kesoram Rayon, a division of Kesoram Industries Ltd. as Manager
(Accounts). In Quantum he looks after Finance and Administration.
4.
Mr. Dhiraj Singh, is a Master of International Management,
completed in 1996 from American Graduate School of Intrenational Management
(Thunderbird), Glendale USA. He is also MBA from A.B. Freeman School of
Business, Tulane University, New Orleans USA., completed in 1995 and Bachelor
of Technology, ME from IIT, Mumbai, completed in 1992. He has 6 years
experience in the field of Business development, Financial Analysis,
International trading etc. Before joining Quantum, he worked with Lend Lease
Projects India, Banagalore as a Business Development Manger (100% subsidiary of
Australian based MNC). He will look after business development needs of
Quantum.
5.
Mr. N.V. Sitaram is a MCA from the Madurai Kamaraj
University, Madurai. Worked as a
faculty for Infinity Software Solutions and Comp-U-Learn India Pvt.Ltd for 2 ˝
years. He has personally handled
projects like “Iceland – Interim Results” in designing and developing static
web pages for Iceland Freeshop, UK and analysis of websites for
Investor-Relations.co.uk Ltd, a UK based company on suitability of information
for their investors and to update Investor Relations Search Engine accordingly.
CHANGES IN KEY MANAGEMENT PERSONNEL
There has been no resignation in
key managerial personnel over the last one year.
PRESENT ORDERS ON HAND
1. QSL have
successfully completed a pilot project worth US$ 5000 for Investor
relation.co.uk limited, London, UK of HTML conversion confirming to W3C
standards and analysis of websites relating to the information offered by those
companies to their investors. The client has agreed to outsource their design
& development work worth US$ 620,000 annually from QSL where 20-25 software
and web programmers would be dedicated.
2. QSL has
received an order estimated at US $500,000 for development, upgradation &
maintenance of e-commerce portal of BuyIndiaOnline.com Inc., a US based
company. Dr. Paul Zuckerman, Director of the Company is interested in the
transaction, being a Director in BuyIndiaOnline.com Inc.
3. QSL is
working on a pilot translation-cum-data entry
project of M/s.Art Loss Register, London into English of German Art
losses. This includes design and
development of database of such losses and also development of front end for
database. The estimated value of this
project is US$ 7,600. This order will
convert into an annual value of US$ 100,000.
PROJECT MANAGEMENT
The project details are briefly
outlined below:
Software Development Centres
(SDC) at Hyderabad: The development center is being divided into 2 blocks
namely:
a) Quantum has purchased 6207
sft of built up space to set up the SDC at the cost of Rs.95 lacs. This
facility is located in “CITY CENTER” complex at Himayatnagar, Hyderabad which
will accomodate 63 persons. Major work on orders received from abroad will be
done at this center. The manpower at this facility will comprise of 4 to 6
teams as per orders and design and development requirements. The company has purchased the entire space
from Mr. Syed Kamal Mustafa Hussain, who is not related to any of the
Promoters/Directors of the company.
b) Quantum
has also purchased 2170 sft of space in Flat No. 406 & 408, Vaibhav Kunj,
Lower Tankbund, Hyderabad -80 to setup a 22 person facility for executing such
orders from abroad that do not require very high technical skills. The registered and corporate office of the
company will be situated in this premises. This office premises is being
purchased from Mrs.Nirmala Malpani, Mr.
Ajay Malpani and Mr. Abhay Malpani who are the wife and sons respectively of
Mr. R Vijay Kumar, Managing Director of the Company for a total cash
consideration of Rs. 27.14 lacs.
c) The
Company has obtained all necessary approvals relating to both the sites and has
taken possession of the premises. The registration of Flat No. 406/408 at
Vaibhav Kunj is yet to be done in the name of the Company.
The deployment of funds in these
software development centers are given below.
|
|
FY 2000 |
FY 2001 |
Total (Rs. In lacs) |
|
Buildings |
150.00 |
- |
150.00 |
|
Equipment (other than computer
equip) |
76.10 |
- |
76.10 |
|
*Hardwares, Softwares |
168.90 |
- |
168.90 |
|
Electricals |
4.00 |
- |
4.00 |
|
Furniture & Fixtures @ |
68.00 |
- |
68.00 |
|
Deposits |
3.00 |
- |
3.00 |
|
TOTAL |
470.00 |
- |
470.00 |
@ QSL have placed an order
through M/s.Confra Systems, Hyderabad for furniture, fixtures & interiors
at the Software Development Centre at City Centre, Himayatnagar,
Hyderabad. The estimated value of the
order is Rs.58.00 lacs.
* The details of the Hardwares
& Softwares:
|
Hardwares |
Unit
cost |
Quantity |
Total
Amount |
|
Work Stations |
80,000 |
84.00 |
67.20 |
|
Laptops |
1,50,000 |
10.00 |
15.00 |
|
Networking |
10,000 |
84.00 |
8.40 |
|
Servers |
5,00,000 |
4.00 |
20.00 |
|
Printers |
25,000 |
14.00 |
3.50 |
|
|
|
|
114.10 |
|
Softwares |
|
|
|
|
MS Office |
8,000 |
84.00 |
6.72 |
|
Visual Studio |
25,000 |
70.00 |
17.50 |
|
Oracle SQL Server |
5,000 |
84.00 |
4.20 |
|
MS SQL |
5,000 |
84.00 |
4.20 |
|
Windows NT |
2,000 |
84.00 |
1.68 |
|
Misc. Software tools |
|
|
20.50 |
|
|
|
|
54.80 |
|
Total |
|
|
168.90 |
The company has placed orders to
the tune of Rs.18.00 Lacs with
M/s.Silicon Systems and their Principals M/s.WIPRO Limited & for Rs.1.39
lacs with M/s.Leon Systems for the purchase of Hardware for their SDC at
Vaibhav Kunj. The company has not yet
placed orders for the balance hardware and software as these are available
readily in the market and required only in the month of March 2000. However,
the company will purchase these only from the reputed and branded suppliers in
the market.
OVERSEAS MARKETING OFFICES:
Quantum has at present drawn up
plans to set up a branch office at Chicago in the United States to meet the
increased requirements of a global marketing infrastructure for the new
development initiatives being taken in this project. The Company envisages that
the total cost for opening the branch will be Rs.100 lacs.
The break-up of the cost is as
under:
|
|
FY 2000 |
FY 2001 |
Total
(Rs. In lacs) |
|
Deposit to obtain line of
credit to comply with INS/IRS requirement in USA for work permit. |
NIL |
35.00 |
35.00 |
|
Rental Deposit for office |
NIL |
15.00 |
15.00 |
|
Salaries for one month |
NIL |
10.00 |
10.00 |
|
Other expenses for furniture,
telephone etc. |
NIL |
40.00 |
40.00 |
|
Total |
NIL |
100.00 |
100.00 |
WORKING CAPITAL REQUIREMENT:
|
(4 months) |
(Rs. In Lacs) |
|
1. Salaries |
69.60 |
|
2. Electricity Expenses |
3.20 |
|
3. Telephone/Fax etc. |
3.20 |
|
4. Vehicle Maintenance |
1.60 |
|
5. Postages |
0.80 |
|
6. Office consumables |
2.80 |
|
7. Equipment Maintenance |
4.00 |
|
8. Travelling Expenses |
12.80 |
|
9. HRD Expenses |
2.00 |
|
Total |
100.00 |
PRE –OPERATING COSTS:
The total expenses incurred
towards establishment expenses, development expenses etc. have been capitalized
and the company has incurred/to incur Rs. 44.00 lacs on this account including
Rs. 21.00 lacs towards offer expenses. The total amount of Rs. 65.0 lacs
includes offer expenses also which will be funded from the proceeds of this
Issue. The Offer expenses consists of brokerage, fee payable to Lead Managers,
Registrars, Bankers to the offer, Printing & Stationery expenses, advertising
expenses and marketing expenses and all other expenses for listing the equity
shares on the Stock Exchanges.
BUSINESS OUTLOOK AND OPERATING ENVIRONMENT
Worldwide, Information Technology
(IT) as become a strategic integral tool for efficient business management.
Apart from finding applications in routine operations, it is widely used to
enable companies to reengineer business
processes, restructure organizations and react quickly to the dynamics
of the external environment.
As businesses have become more
dependent, on IT, corporate budgets for IT services have grown dramatically.
International Data Corporation (IDC) has estimated that the worldwide market
for IT services comprising consulting, integration, software development,
outsourcing and network management will increase to US $ 326 billion during the
calendar year. This is further expected
to grow at 10% per annum over the next three years.
Over a period of time corporates
have built up IT solutions/networks to
meet their business requirements. A number of these solutions need upgradations
to be in line with changes in business requirements and technology. With
corporates worldwide focusing on quicker delivery times and on cutting costs,
outsourcing maintenance of their existing systems and development of new
applications/solutions, have become critical requirements.
The global ERP services market is
growing at a faster pace due to the continuous process of business
reengineering that is giving rise to the need for increasing automation in
operations across the entire enterprise and organizations. SAP the industry
leader in the ERP market, is seeing growth rates of over 30% annually over the
next few years.
Clint server computing is fast
replacing mainframe computing as the choice system platform due to the ease of
handling as well as the friendly GUI interfaces that it provides. The
increasing use of windows has been the prime driver of this. Corporations are
today upgrading their archaic systems to client server platform driving the
demand for increasing software applications and services.
Internet is today spreading a revolution
what television did in the sixties. It
has broken geographic boundaries and has helped people to access markets, which
were considered far away. Increasing companies are focusing their resources to
develop applications so that they can transport their business on the web. The
software needs for this is growing at a very fast pace. Internet related
applications and developments will be the fastest growing segment of the IT
industry.
Indian Software Industry Overview
India has been an attractive
choice for outsourcing people and IT solutions due to large pool of skilled IT
professionals, at competitive costs. In 1998, over 158 of the Fortune 500
companies outsourced their software requirements from India (Source: NASSCOM).
Although initially most companies in the business of software exports focused
on exporting manpower to do
business on-site, increasingly
companies are moving towards providing solutions/services from their offshore
development center in India
With increased acceptance of
outsourcing software from India, a few Indian software services companies have
focused aggressively on moving up the value chain by offering business
solutions, moving into business domains and niche technology. This enables them
to replicate learnings, and to build sustainable business models.
The CAGR( Compunded Annual Growth
Rate) for the Indian Software Industry in the last five years 1993-98 has been
54% (Source: NASSCOM). The CAGR for software exports has been 57% while that
for domestic market has been 48% (Source: NASSCOM). Despite these high growth
rates, India’s share in the world software market is very low. Given the fact
that India continues to enjoy benefits over other countries in having the
second largest pool of English speaking scientific manpower with a comparative
price advantage, these growth rates are expected to be sustainable.
NASSCOM estimates that the
revenues of software industry for fiscal 2000 would be Rs. 25,700 crores (US
$5.9 billion) out of which exports would be Rs. 17,500 crores (US $ 4 billion)
representing a growth of over 50% over fiscal 1999 estimates. The growth rates
are expected to be sustained in fiscal 2001, with total revenues estimated at Rs.40,000
crores with Rs.26,500 crores being software exports.
Initiatives taken by the Government
Over the years, the Government of
India (GoI) has realized the high potential of employment, modernization and
contribution to the economy of the software industry. In May 1998 the
Government of India put software on the National Agenda and created a National
Task Force under the order of the office of the Prime Minister of India.
Software companies benefit from various incentives such as relief from import duties
on hardware and software, tax exemption for income derived from software
exports, tax holidays and infrastructure support for companies operating in
Software Technology Parks (STP)
Competition
The Company’s competitors include
in-house IT departments of many companies, service divisions of software
application companies, international software service companies, software
divisions of large accounting firms and local software companies in the related
market segment. The Company expects future competition from companies in other
countries like China, Mexico etc which could position themselves as low cost,
quality IT solution providers.
The international software
services industry is estimated around $ 320 bn in size (source: IDC). The industry is highly fragmented with
the maximum share held by IBM (8%). In India the top ten companies, as per
NASSCOM, according to their annual revenue for the year 1997-98 were: Tata
Consultancy Services, Wipro Limited, HCL Consulting Ltd, NIIT Limited,
Pentafour Software & Exports Limited, Infosys Technologies Limited, IBM
Global Services India Pvt. Ltd, Tata Infotech Limited, Satyam Computer
Services, Ltd. and Patni Computer Systems Ltd.
Quantum plans to rely on its
ability to provide cost effective and timely solutions, meeting customer
expectations by maintaining high quality standards and continuous process of
improvement, constantly and proactively upgrading technology and
infrastructure. Quantum plans to tap the market of the software development and
consulting resources in the field of client server platforms, web based
development and ERP products.
In general, competition may arise
from software developed in-house or by other software solution providers.
Marketing
The Company proposes to market
its services through a combination of efforts through its own offices, its
branches and its consultants.
·
Quantum will commence the marketing office in USA, the aim
eventually is that the complete marketing of software services by appropriate
professional moves in house to cover the whole of the USA and Europe. The
marketing office proposed at USA will be headed by Mr.Iain Allison who will be
supported by well qualified and trained sales and technical professionals. The
Company has not yet entered into any contract with Mr. Allison for the same.
·
Quantum proposes to take advantage of firms or software
consultants, their extensive knowledge of market and its requirements and their
network into the industry enables them to promote the business of prospective
customers at the right forums. The commission payable to these individuals have
already been assumed @ 5% of the revenue generated. Their understanding of the
local market dynamics, coupled with the capability of the best facility of
Quantum will enable company to position itself as a vendor of choice for their
client’s IT requirements.
·
Quantum intends in the short term to start delivering small
systems in total and grade up the value chain to manage projects in their
entirety. In the medium term, Quantum will create Indian Development Centers
(IDC s) in collaboration with international organizations that would like to
outsource complete group activities. These are often called virtual
organizations.
·
Quantum will lay emphasis on quality regimes to guarantee
set quality standards and an auditable process to manage delivery schedules.
The company will envisage, develop, and implement document and delivery
mechanism. Quantum will initiate and set in motion process, with the assistance
of an appropriate agency, to achieve SEI CMM rating for the software
development process, ISO 9000 suite of certification for vetting the customer
service delivery process and Six sigma rating to measure and ensure quality of
the product delivered.
UTILITIES
/ RAW MATERIAL AND CONSUMABLES
The company operates in the
technology oriented service industry and as such does not require any raw
materials. The main consumable items required are floppy disk, tapes, printer
cartridges, software and package tools, computer stationery all of which are
locally available.
POWER
The maximum power requirement for
the project is estimated at 65 KVA. The company also has UPS to meet the
required demand. The building where the company is housed has a sanctioned load
of 100 KVA.
Regd. Office/SDC Sanctioned Power 30 KVA
SDC Sanctioned Power 70 KVA
Water
Water is required only for
drinking and sanitary purposes and adequate water sources are available at the
existing premises of the company and the STPI.
Effluents
Since the company is engaged in
computer software related activities the company’s operations do not generate
any effluents. The company is exempted from seeking a clearance from the
Pollution Control Board as it belongs to a classified non-polluting industry.
Human Resource
Recruitment Strategy
India has a large pool of
talented software professionals for Quantum to recruit. A large number of
engineering and science degree students receive further training at the many
software training schools that exist in India.
As preventing employee churn is
very important a structured stock option to reward employees, based on
performance, will also help in retaining the best. Worldwide in all technology
companies this is established practice to retain quality manpower.
Quantum has already appointed M/s
Growth Consultants & Management Services Pvt Ltd. Hyderabad, an eminent
human resource consultant to assist in manpower planning, selection, training
and sound HRD policies. The salient terms of their appointment are as under :-
1. One time upfront payment of Rs.50,000/- (Rupees Fifty thousand
only)
2. Monthly retainership payment
of Rs.20,000/- (Rupees Twenty thousand only)
Retention Strategy
Quantum’s retention strategy
includes
i) constant training and job
rotation programmes,
ii) deep insights into the
employee morale and expectations through extensive surveys, open house sessions
and meetings,
iii) market driven compensation
packages,
iv) stock option plan to be
implemented later on.
Skill Upgradation
Quantum
has clearly identified skill set inventory maintenance as one of the most
significant challenges to the software industry. Constant endeavors are made to
ensure the overall development of all professionals through regular competency
development programs. These programs, with internal and external faculty, are
designed to upgrade technical skills across all platforms, improve software
quality management and project management skills. Specialised training sessions
in areas such as organizational behavior, marketing and sales etc. shall be
conducted for executive development.
Skill upgradation is also
encouraged through the role played in a project. Each project is lead by a
project leader. Typically each project team comprises of project architect,
user interface designers, technical integrators, code-writers and technical
validators. Professionals play each of these functional roles across
hierarchies.
Quality:
A high degree of emphasis is
placed on quality at Quantum and techniques to be developed internally to
constantly measure the benchmarks set by the Company. Listed below are the
other initiatives taken by Quantum towards ensuring that a high degree of
quality is maintained:-
·
Internal quality audits: to be conducted every six months
on the development centers at Hyderabad.
·
Testing and Validation: All projects to be internally
tested and cleared by Testing & Validation Unit. The Company will invests
almost 25-35% of the total time spent on a project in the testing and
validation phase.
·
Training Programs: Employees to be trained on an ongoing
basis through various programs.
·
Quality Facilitators: The main role is to review
performance, ensure adherence to quality, collation of statistics and ensuring
authenticity, periodic status reporting. Quality activities to be periodically
reviewed with these quality facilitators.
Research and Development
Methods and Tools:
Quantum will have a Methods and
Tools department which works on continuous upgradation of the methods and tools
used in software development and software project management in Quantum,
keeping pace with the rapid technology developments taking place in the area.
An Internal Automation team works on continuous improvements on the Automation
of Business and Software development process in Quantum for maximum
effectiveness.
The business applications/ tools
to be implemented by these teams are listed below:
i) Lotus Notes Network: The
Quantum organization across the globe will be linked through a Lotus Notes
Network, which will enable implementation of global virtual filing cabinet,
distributed work groups and automation of business processes. Through Lotus
Notes, Quantum will achieve complete integration of the filing cabinet, work
flow, electronic mail and GroupWare functions into a single front-end, removing
the need to continuously monitor different systems.
ii) Web -help Desk : A product to be developed in-house by Quantum will be
deployed over the Internet as a Web enabled help desk software. This
application will handle the registration and resolution of problems and service
requests by individuals within Quantum offices and those on the move, through a
web browser based application. This tool will be used for tracking customer
complaints as well as service requests by Quantum’s employees.
iii) Source code control system: for
software version control and configuration management. The tools used for this
functions will be Visual Source Safe, Clear case and Object cycle.
TECHNOLOGY:
With technological obsolescence becoming a real time event, it is
essential that any solution has to evolve out of a well thought and sound
architecture. An architecture, that will support new and contemporary
technologies, and will not crumble under the pressures of technological
evolutions. Quantum will use the technology which is widely used by the
software developers and the details are as under: -
FRONT-END PLATFORMS
Microsoft and Oracle are the
world leaders in terms of usage of their front-end development tools. Microsoft
has aggressively promoted their Visual Studio range of products to corporate,
as a necessity for their development needs.
Oracle has positioned their
Developer 2000 product lines as a de facto choice of platform for application
development.
ENTERPRISE DATABASES
A majority of Fortune 500
companies rely on the data handling capability of Oracle Enterprise servers and
the Microsoft SQL Server. QSL will invest in the Oracle and SQL server product
lines to serve as the back end database for all its software development.
ASSOCIATED TOOLS
Microsoft Office will be used as
the default desktop productivity tool and the Microsoft Project will be used to
automate project management using standard methodologies such as CP/M or Gantt
charts.
GROWTH STRATEGY
The company will start with a
concerted focus on the six client sectors identified previously. Quantum will
retain this focus on these sectors for a period of two years to
institutionalize the knowledge base of these sectors, gaining valuable
experience in implementing solution in customer sites.
From the third year onwards,
Quantum will expand its range into other sectors. Such as health care,
transport, the chemical industry and retail. Members will be added to the
management council with expertise in these sectors as and when necessary. The
marketing team will additionally, be bolstered by sector specialists in these
areas.
SCHEDULE OF IMPLEMENTATION
The schedule of implementation as
per Company’s estimates are as under:
|
Sl.No. |
Activity |
Commencement |
Completion |
|
1. |
Acquisition of SDC & Regd. & Corporate Office
premises. |
December 99 |
January 2000 |
|
2. |
Interiors. |
January 2000 |
February / March 2000 |
|
3. |
Plant & Machinery -Placement of order -Delivery & erection of
machinery |
Feb./ March 2000 March 2000 |
March 2000 March 2000 |
|
4. |
Commercial Operations |
April 2000 |
|
PRESENT STATUS OF IMPLEMENTATION OF THE PROJECT
DEPLOYMENT OF FUNDS
A sum of Rs 179.84 lacs has been
incurred towards the cost of the project as on 10th February 2000. A
detailed schedule of resources and deployment of funds as per the certificate
dated 11th February 2000 of M/s.Boppudi & Associates, Chartered
Accountant, statutory auditor of the company are as follows:
Deployment of funds
(Rs. in Lakhs)
|
Buildings |
125.11 |
|
Plant & Machinery |
7.16 |
|
Furniture & Fixtures |
10.00 |
|
Advance for Plant &
Machinery |
7.75 |
|
Advance for Public Issue
Expenses |
0.50 |
|
Preliminary and Pre-operative
expenses |
29.32 |
|
Total |
179.84 |
Sources of funds
|
Share Capital |
179.84 |
|
Total |
179.84 |
FINANCIAL HIGH LIGHTS
Statement of Assets and
Liabilities as on 10th February 2000 (Based on Audited Accounts) is
as under: -
|
Sl. No. |
Particulars |
Amount (Rs. In lacs) |
|
ASSETS: |
||
|
1. |
Fixed Assets |
142.27 |
|
2. |
Investments |
NIL |
|
3. |
Current Assets, Loans and
Advances |
356.60 |
|
4. |
Misc. Expenditure |
29.33 |
|
|
Total |
528.20 |
|
LIABILITIES: |
|
|
|
1. |
Share Capital |
492.08 |
|
2. |
Share Application Money |
NIL |
|
3. |
Reserves & Surplus |
NIL |
|
4. |
Loans a) Secured b) Unsecured |
NIL |
|
|
||
|
|
||
|
5. |
Current Liabilities &
Provisions |
36.12 |
|
|
Total: |
528.20 |
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation: The financial statements
are prepared under the historical cost convention in accordance with Generally
Accepted Accounting Principles (GAAP), and
materially comply with the
mandatory accounting standards issued by the Institute of Chartered Accountants
of India and the provisions of the Companies Act, 1956.
Fixed Assets and capital work in progress: Fixed
assets are stated at the cost of acquisition or construction, less accumulated
depreciation, direct costs are capitalized until the assets are ready to be put
to use.
Depreciation: Depreciation on fixed assets
were not provided since the commercial operations of the company is yet to be
commenced.
AUDITED STATEMENT OF PROFIT AND LOSS AND STATEMENT
OF TAXATION
Not Applicable as the company has
not yet commenced its commercial operations.
AUDITED CAPITALIZATION STATEMENT
Capitalisation statement showing
the Total Debt, Net worth and Debt Equity ratios before and after the Issue.
|
|
As at 10.02.2000 (Rs) |
As at 31.10.1999 (Rs) |
Post-Issue (Subject to
Audit) (Rs. In lacs) |
|
Debt |
|
|
|
|
Short Term Debt |
Nil |
Nil |
Nil |
|
Long Term Debt |
Nil |
Nil |
75.00 |
|
Total Debt |
Nil |
Nil |
75.00 |
|
EQUITY |
|
|
|
|
Share Capital |
4,92,08,000 |
7,000 |
660.00 |
|
Reserves & Surplus |
Nil |
Nil |
0.00 |
|
Total Shareholders Fund |
4,92,08,000 |
7,000 |
660.00 |
|
Ratios |
|
|
|
|
Short Term Debt to Equity |
- |
- |
- |
|
Long Term Debt to Equity |
- |
- |
0.11 |
|
Total Debt to Equity |
N.A |
N.A |
0.11 |
FORECAST FOR THE ESTIMATED FINANCIALS OF THE COMPANY
FOR THE NEXT TWO FINANCIAL YEARS
The project has been appraised by
the Federal Bank Ltd., Hyderabad. The Financial projections for the next 2
years, as per Appraisal Report dated 19.1.2000 are as follows: -
|
|
Year 1 |
Year 2 |
|
|
(Rs. In
lacs) |
|
|
Total Income |
508.43 |
1351.48 |
|
Total Expenses |
284.42 |
802.05 |
|
EBITDA |
224.01 |
549.43 |
|
Depreciation |
60.00 |
84.54 |
|
Profit before Interest and Tax |
164.01 |
464.89 |
|
Interest |
12.49 |
7.43 |
|
Profit Before Tax |
151.52 |
457.46 |
|
Provision for Income Tax |
0.00 |
0.00 |
|
Profit After Tax |
151.52 |
457.46 |
|
Retained Earnings |
42.63 |
275.96 |
|
Dividend (%) |
15% |
25% |
Major Assumption.
1.Financial forecast is based on
the business plans of the Company.
2. Any gain/loss on any account
of exchange rate fluctuation has not been considered in the forecast. Exchange
Rate for Export Revenue have been considered at Rs. 43.30 = US$1
3. Finance Cost is estimated
assuming interest on the existing term loans.
4.Depreciation is estimated on
the basis of the Company’s predefined policies.
5. The profits arising out of
company’s overseas projects and export of software are deductible under section
80 HHE and accordingly Income Tax on proportionate profit arising on local
operations is calculated at the prevailing rate of taxation.
Basis for Offer Price
QUALITATIVE FACTORS
India Advantage: The Company operates in India which is emerging as one of the
major software outsourcing centers in the world. India has the second largest
pool of skilled English speaking technical manpower in the world available at a
comparative cost advantage. Skilled technical manpower is amongst the most important
requirements for the success of a software development company.
High growth rates: Operates in an industry
where the domestic market is growing at a CAGR of 48% and the exports are
growing by over 54% from fiscal 1998 (Source: Nasscom).
Global presence: The Company is geared to meet
the challenges of the international market through the marketing set up of its
overseas office in Chicago in the US.
Strong HR strategy to attract and retain talent: Ability
to inculcate a feeling of ownership and a sense of belonging among employees.
Significant international alliance: The
Company has an alliance partner, Quantum IT Investment, USA. Who is
participating in the equity of the company as well as supporting Quantum for
procurement of orders from US & UK clients.
QUANTITATIVE FACTORS
Not applicable as the Company is a new one.
Particulars of issues made
by companies under the same management
There have been no issues made by
companies under the same management in the last three years.
OUTSTANDING LITIGATIONS
Against the Company: There has been no
prosecution, criminal or civil and no outstanding litigation including disputed
tax liabilities lodged against the Company.
Against the
Company’s subsidiaries: As the
company does not have any subsidiary, it is not applicable
Defaults
a.
Against
the Company: There has been no default in meeting statutory dues and
other dues and claims against the company.
.
b.
Against
the Board of Directors, Promoters: There has been no default in
meeting statutory dues and other dues and claims against the Board of
Directors, Promoters except mentioned elsewhere in the offer document.
c. Against the Company’s subsidiaries: This
clause is not applicable.
There are no cases of litigations
pending against the Company or against any other company whose outcome could
have a materially adverse effect on the position of the Company.
There are no pending litigations
against the Promoters/Directors in their personal capacities and also involving
in statutory regulations or criminal offences.
There are no pending proceedings
initiated for economic offences against the Directors, Promoters, Companies and
Firms promoted by the promoters except mentioned elsewhere in the offer
document.
There are no outstanding
litigations disputes pertaining to the matters likely to affect the operations
and Financials of the Company including disputed tax liability, prosecution
under any enactment in respect of Schedule XIII of the Companies Act, 1956.
The Company, its promoters and
other Companies with which promoters are associated have neither suspended by
SEBI nor any disciplinary action has been taken by SEBI. There are no liability
compounded by the Promoters/Company/Companies/Ventures with which the Promoters
are associated is subsisting.
There are no cases of pending
litigations/defaults in respect of the firms/. Companies with which the
Promoters are associated in the past but are no longer associated.
The following are the details of
Promoters/Directors who were signatories to Memorandum of Association of other
companies:
1. Mr. R.
Vijay Kumar - Malpani Soft Pvt. Ltd.
2. Mr. Kamal
K Kacholia
a) Bowsmith
Irrigation Ltd.
b) NTB
Hitech Ceramics Ltd.
3. Dr.JSR
Subrahmanyam
a) Midas
Enterprises Pvt. Ltd. Hyderabad
b) Computer
Science and technology (India) Pvt.Ltd.
c)
APEL Radio Communications Pvt. Ltd. Hyderabad.
MATERIAL DEVELOPMENTS
There have been no material
developments after the date of the last balance sheet that are likely to affect
the performance and prospects of the Company.
The directors opine that to the
best of their knowledge, as on date no circumstances have arisen since the date
of the last financial statement that materially and adversely affect or are
likely to affect the operations of the Company or the value of its assets or
its ability to pay its liabilities within the next twelve months.
Other Matters
Investor Grievance Redressal System: The investor grievance against the Company
will be handled by the Registrar and Transfer Agent in consultation with the
secretarial department of the Company. To handle the grievances received, the
Company has appointed Ms. Y.Sailaja, Company Secretary, as the Compliance
Officer. She will supervise redressal of complaints received from the investors
at the office of the Company as well as the Registrar to the issue and ensure
timely statement.
Transactions with Companies in the Promoter Group: There
are no transactions of sales and purchases with the companies in the promoter
group except as mentioned elsewhere in this offer document.
1. This being the first major venture of the
promoters, the project suffers from all risks being associated with such
ventures.
Management Perception: The promoters/directors of
the Company consisting of Professionals and Technocrats, make a strong team to
successfully implement the projects and also guide it through its ongoing
operations.
2. The Company is establishing an overseas
office in USA. The company’s lack of experience in managing overseas office can
have an impact on the company’s business and financial condition.
Management Perception: The Company believes that
it has professional expertise to manage such overseas office through its
strategic alliance with Quantum IT Investment Inc., USA.
3. The Permission of RBI is yet to be received
for setting up an overseas office in USA.
Management Perception: The Company filed an
application to RBI on 10th January 2000 for setting up an overseas
office in USA and the same was refiled with the Federal Bank Ltd., bankers to
the company, on the instruction of RBI, on 19th January 2000 and
company does not envisage any delay in obtaining it.
4. There is a normal risk attached with any
start up Company.
Management Perception: Shri R. Vijay Kumar, the
Managing Director has experience in software field and assisted by a good
technical team headed by Dr.J.S.R Subrahmanyam who has vast experience in
software field and therefore the
Company believes that the risk attached is minimal.
5. The company has not yet placed orders for
the majority of hardware and software required for software development
centers.
Management
Perception: The orders for the hardware and software need not be placed in
advance. The market for these continues to be competitive and as delivery lead time is very short, orders
would be placed at an appropriate time as per the implementation schedule of
the project.
External Risk
Factors
1. There is high employee turnover, in the
software industry.
Management Perception: The high degree of employee
turnover would be minimized to a considerable extent through sound HR policies,
emphasis on continuous training and motivation and development on latest
technologies as well as stock option
plan.
2. The IT industry is fast changing and is
prone to quick obsolescence in technology as well as hardware.
Management Perception: The Company would set off the technological
obsolescence with continuous up-gradation and updating of technical skills of
its human resource.
3. Any adverse changes in Government’s policies
with respect to IT industry may have an adverse impact on the prospects and
performance.
Management Perception: The policies of the
Government in the recent past have been progressive and importance is being
given by the Central Government as well as by the State Governments to the IT
industry. The current trend is to keep the IT industry liberalized and to
extend more facility of infrastructure & finance to this sector.
4. Timely execution of projects has a critical
bearing on the cash flow of software companies.
Management Perception: The selection of manpower
and their placement, strategic overseas alliance etc. have been planned in such
a way that the Company will be able to execute orders on time.
This being the first Offer of equity shares of
Quantum Softech Limited, there has been no formal market for the equity shares
of the Company. The Offer Price should not be taken to be indicative of the
market price of the equity shares after the equity shares are listed. No
assurance can be given regarding an active or sustained trading in the equity
shares of the Company or regarding the price at which the equity shares will be
traded after listing.
Investment in equity shares and equity related
securities involve a degree of risk and investors should not
invest any funds in this Offer 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
Offer. For taking an investment decision, investors must rely on their own
examination of the Issuer and the Offer including the risks involved. The
securities have not been recommended or approved by the Securities and Exchange
Board of India nor does the Securities and Exchange Board of India guarantee
the accuracy or adequacy of this document. Attention of the investors is drawn
to the statement of risk factors mentioned on page nos.___ of this Offer
Document.
PART II
A.
GENERAL
INFORMATION:
CONSENT
Consent in writing of the
Directors, Auditors, Lead Managers to the Offer, Legal Advisor, Company
Secretary, Compliance Officer, Registrars and Bankers to the Offer and Bankers
to the Company to act in their respective capacities have been obtained and
filed with the Registrar of Companies, Andhra Pradesh at Hyderabad, along with
a copy of this Offer Documents, required under section 60 of the Act and none
of them have withdrawn their consents upto the time of delivery of a copy of
this Offer Document for registration with the ROC, Andhra Pradesh at Hyderabad.
M/s Boppudi & Associates,
Chartered Accountants, the Statutory Auditors of Quantum, have also given their
written consent to their report being included in the form and context in which
it appears in this Offer Document and also of the tax benefits accruing to the
Company and its members and such consent has not been withdrawn upto the time
of delivery of a copy of this offer Document for registration to the Registrar
of Companies, Andhra Pradesh, Hyderabad.
EXPERT OPINION
Save as otherwise indicated
elsewhere in the Offer Document, no other expert opinion has been sought for by
the Company.
CHANGE IN DIRECTORS OF THE COMPANY SINCE INCEPTION
|
Sl. No. |
Name of the Directors |
Date of Change |
Remarks |
|
1. |
Mr. Mahesh Kumar |
03.12.1999 |
Resigned |
|
2. |
Mr. Abbi Karun |
03.12.1999 |
Resigned |
|
3. |
Mr. Iain Allison |
03.12.1999 |
Appointed as Director. |
|
4. |
Dr. Paul Zuckerman |
03.12.1999 |
------ do ------ |
|
5. |
Mr. Kamal K Kacholia |
03.12.1999 |
Appointed as Director |
|
6. |
Mr. Francis Bruce Pike |
04.2.2000 |
Appointed as Director. |
|
7. |
Dr. JSR Subrahmanyam |
04.2.2000 |
Appointed as Director |
|
8. |
Dr. JSR Subrahmanyam |
w.e.f .17.2.2000 |
Appointed as Executive Director – Technical. |
CHANGE IN AUDITORS OF THE COMPANY SINCE INCEPTION
There has been no change in the
Auditors of the Company since its inception.
AUTHORITY FOR THE PRESENT OFFER
Pursuant to section 81 (A) of the
Companies Act 1956, the present Issue of 16,50,000 equity shares has been
authorized vide special resolution passed at the Extra Ordinary General meeting
held on the 21st day of January, 2000.
PROCEDURE AND TIME SCHEDULE FOR ALLOTMENT/ALLOCATION
AND ISSUE OF SHARE CERTIFICATES
Quantum reserves at its sole,
absolute and uncontrolled discretion and without assigning any reason thereof,
the right to accept or reject any application in whole or in part. In case an
application is rejected in full, the whole of the application money, will be
refunded to the applicant. In case an application is rejected in part, the
excess application money will be refunded to the applicant within 10 weeks of
the closing of the subscription list provided that the Company, as far as
possible will allot the equity shares within 30 days from the date of closure
of the Offer, shall pay interest @ 15% p.a
for the delayed period if the allotment/allocation is not made and/or
the refund orders are not dispatched within 30 days from closure of the Offer.
DISPOSAL OF APPLICATIONS AND APPLICATION MONEY
The Company will inform the
applicants in respect of the allotment/allocations made or applications
rejected by dispatch of Allotment/allocation letters/Share Certificates or
Letters of Regret, together with refund cheques or pay orders or stockinvests,
if any by Registered Post at the applicants sole risk to the first named/sole
applicant within 10 weeks of the closure of the subscription list provided that
the Company, as far as possible, will allot the equity shares within 30 days
from the date of closure of the Offer and shall pay interest @ 15% p.a. for the
delayed period if the allotment/allocation is not made and/or the refund orders
are not dispatched within 30 days from closure of the Offer.
The Company shall ensure dispatch
of Refund Orders of value up to Rs.1500\- under Certificate of Posting (UCP)
and Refund Orders over the value of Rs.1500/- and Share Certificates by
Registered Post only. The Company would also make available adequate funds
to the Registrars to the Offer
for the purpose of dispatch of Refund Orders. Quantum reserves full,
unqualified and absolute right to accept or reject an application either in
whole or in part and in either case without assigning reasons.
Refunds will be made by
cheques/drafts/pay orders or demand drafts drawn on a bank appointed by the
Company as a refund banker and bank charges, if any, for encashing such cheques
or pay orders at other centers will be payable by the applicants. Such cheque
or pay order or demand draft will however be payable at par at places where the
applications are received, subject to RBI guidelines in this regard.
No receipt will be issued for
application money. However, the Bankers to the Offer receiving the applications
will acknowledge receipt by stamping and returning the detachable
acknowledgement slip at the bottom of each application form.
If an application is accepted in
part, the excess application money will be refunded to the applicant, after
making adjustments towards allotment/allocation money as mentioned elsewhere in
terms of section 73 of the Act, within 10 weeks from the date of the closure of
the subscription list.
DISPOSAL OF APPLICATIONS MADE BY STOCKINVEST
The procedure for application
made by cash or cheque or bank drafts will apply mutatis mutandis to
applications accompanied by stockinvest except the following:
1. In case
of non allotment/allocation, the Registrars to the Offer will return the
stockinvest directly to the applicant with the stamp “CANCELLED” and/or “NOT
ALLOCATED” across the face of the instrument within 70 days from the closure of
the Offer.
2. On
allotment/allocation/partial allotment/allocation, the Registrars to the Offer
shall fill in the amount (which will be
less than or equal to the amount filled by the investor) before presenting the
stockinvest to the respective issuing Banker for payment to the extent of
allotment/allocation. The Bank will lift the lien on the balance amount, if
any, of the deposit.
INTEREST ON REFUND OF EXCESS APPLICATION MONEY
Payment of interest on the refund
of application money at the rate prescribed pursuant to section 73 of the Act
will be made to the applicant for the delayed period beyond 10 weeks from the
date of closure of the subscription list as per the guidelines issued by the Ministry
of Finance, Government of India vide their letter no. F/8/6/SE/79 dated July
21, 1983 as amended by letter no. F/14/2/SE/85 dated September 27, 1985.
ISSUE OF SHARE CERTIFICATES
The equity share certificates
will be dispatched through registered post within two months from the date of
allotment/allocation, in exchange for the Allotment/allocation letters issued,
if any, or within such further time as may be allowed by the Stock Exchange at
Hyderabad or Bangalore or the Company
Law Board under Section 113 and other relevant provisions of the Act.
SCHEDULE AND BASIS OF ALLOTMENT/ALLOCATION
In the event of the Public Offer
of equity shares being oversubscribed, the basis of allotment/allocation will
be finalized in consultation with the Stock Exchange at Hyderabad.
Investors may note that in case
of oversubscription, allotment/allocation will be on proportionate basis in
marketable lots and a SEBI nominated public representative shall be associated
in the process of finalisation of the basis of allotment/allocation for
oversubcription for more than 5 times.
The basis of allotment/allocation
will be made in the following manner:
a) A minimum
of 50% of the Offer shall initially be available for allotment/allocation to
individual applicants who have applied for 1000 shares or less.
b) The
balance shall be made available for allotment/allocation to investors,
including corporate bodies/institutions, and individual applicants who have
applied for more than 1000 Shares.
c) The
unsubscribed portion of the Offer to any one of the categories specified in (a)
or (b) shall/may be made available for allotment/allocation to applicants in
the other category, if so required.
The allotment/allocation will be
in marketable lots on a proportionate basis as explained below:
a) Applicants
will be categorized according to the number of equity shares applied for.
b) The total
number of equity shares to be allotted to each category as a whole shall be
arrived at on a proportionate basis, i.e. the total number of equity shares
applied for in that category (number of applicants in the category x number of
equity shares applied for) multiplied by the inverse of the over subscription
ratio.
c) Number of
the equity shares to be allotted to the successful applicants will be arrived
at on a proportionate basis, i.e. total number of equity shares applied for by
each applicant in that category multiplied by the inverse of the
oversubscription ratio.
d) In all
the applications where the proportionate allotment/allocation worked out to
less than 100 shares per applicant, the allotment/allocation shall be made as
follows:
i)
Each successful applicant shall be allotted a minimum of
100 shares and
ii) The successful applicants out of the total
applicants for that category shall be
determined by draw of lots in such
manner that the total number of equity shares
allotted in that category is equal to
the number of equity shares worked out as per (b)
above.
e) If the
proportionate allotment/allocation to an applicant works out to a number that
is more than 100 but is not a multiple of 100 (which is the marketable lot) the
number in excess of the multiple of 100 would be rounded off of to the higher
multiple of 100 if that number is 50 or higher. If that number is lower than
50, it would be rounded off to the lower multiple of 100. All applicants in
such categories would be allotted equity shares arrived at after such rounding
off. If the process of rounding off to the nearest multiple of 100 results in
the actual allotment/allocation being higher than the equity shares issued,
Quantum may allot additional equity shares upto a maximum of 10% of the size of
the Offer.
g) If the shares allotted on a proportionate basis
to any category is more than the shares allotted to the applicants in that category,
the balance available shares for allotment/allocation shall be first adjusted
against any other category, where the allotted shares are not sufficient for
proportionate allotment/allocation to the successful applicants in that
category. The balance shares, if any, remaining after such adjustment will be
added to the category comprising applicants applying for minimum number of
shares.
The Company agrees that there
will be at least 5 public shareholders for everyRs.1 lakh of net capital offer
made to the public out of the public offer.
INVESTOR GRIEVANCE REDRESSAL SYSTEM/COMPLIANCE
OFFICER
Since this is first offer for
public subscription from Quantum, there are no outstanding grievances from
investors. To ensure that the grievances of investors are expeditiously
attended to, Quantum proposes to set up a share department at its registered
office and also proposes to appoint Registrar and Transfer Agents. Investors
may note that Ms. Y. Sailaja, Company Secretary has been appointed as the
Compliance Officer and she may be contacted in case of any post offer related
matters at the Registered Office address given elsewhere in Offer Document.
COMPANY INFORMATION
REGISTERED AND CORPORATE OFFICE
408, Vaibhav Kunj, Lower Tank
Bund, Hyderabad – 500 080
LEAD MANAGERS TO THE OFFER
Ashika Credit Capital
Limited
408, Taramandal Complex
Near Secretariat, Saifabad
Hyderabad- 500 004
Tel: 040- 6507802/3
Fax: 040- 3542429
AUDITORS TO THE COMPANY
Boppudi & Associates
Chartered Accountants
Unit No.4 Upper Ground Floor
Nalanda, Behind Medinova
Somajiguda
Hyderabad- 500 082
COMPANY SECRETARY & COMPLIANCE OFFICER
Ms. Y. Sailaja
408 Vaibhav Kunj
Lower Tank Bund
Hyderabad- 500 080
Tel: 040 - 7610547
LEGAL ADVISOR TO THE COMPANY
K Rajendran
No. 7-1-59/7 Ground floor
Dharamkaran Road, Ameerpet
Hyderabad – 500 016.
REGISTRARS TO THE OFFER
Venture Capital and
Corporate Inv. Ltd.
6-2-913/914, 3rd Floor
Progressive Towers
Khairtabad
Hyderabad- 500 004
BANKERS TO THE COMPANY
The Federal Bank Limited
Orient Estates, 1st Floor
Abids
Hyderabad- 500 001.
BANKERS TO THE OFFER
BROKERS TO THE OFFER
All the members of the recognized
Stock Exchanges in India are brokers to the offer.
B. FINANCIAL INFORMATION
AUDITORS’ REPORT
M/s Boppudi & Associates
Chartered Accountant
Unit No.4, Upper Ground Floor
Nalanda,
Somajiguda
Hyderabad- 500 082
To
The Board of Directors
Quantum Softech Limited,
408, Vaibhav Kunj, Lower Tank
Bund,
Hyderabad. – 500 080.
We have examined the books of
Quantum Softech Limited for the period ending 31st October 1999 and
10th February 2000, being the last date upto which the accounts of
the company have been made up and
audited by us. At the date of signing this report, we are not aware of any
material adjustment which would affect the result shown by these accounts in
accordance with the requirements of Part II Schedule II of the Companies Act,
1956 and read with requirement of Securities and Exchange Board of India vide
clarification no. XIII & XIV of the Guidelines for Disclosure and Investor
Protection. The accounts for the period ended 31.10.1999 have been adopted by
the members and the accounts for the period ended 10.02.2000 have been approved
by the Board of Directors of the company.
i)
Profit & Loss A/c: The Profit & Loss A/c has not been given
since the company has not commenced any business till date.
ii)
Assets
and Liabilities: The assets and liabilities of the company as on 10th
February, 2000 which is the last date up to which the accounts of the company
have been made and audited, subject to the note appearing herein after are set
out below:
|
Particulars |
As at 10.02.2000 (Amount in Rs.) |
As at
31.10.1999 (Amount in Rs.) |
|
Sources of Funds |
|
|
|
1.Shareholders funds a.
Share Capital/Application money b.
Reserves and Surplus |
4,92,08,000 |
17,000 |
|
2.Loan Funds a.
Secured Loans b.
Unsecured Loans |
NIL NIL |
NIL NIL |
|
Total |
4,92,08,000 |
17,000 |
|
Application of Funds 1.Fixed Assets Gross Block Less: Depreciation Net Block 2.Capital Work-in-progress 3.Current Assets, Loans and Advances A. Current Assets i)
Deposits ii)
Cash and Bank Balances B.Loans and Advances Less Current Liabilities and Provisions i)
Current Liabilities for Expenses ii)
Share Application Money Refundable Net Current Assets 4.Miscellaneous and deferred revenue Expenditure to the extent not
written off or adjusted. Preliminary & Pre-operative Expenses |
1,42,27,398 NIL 1,42,27,398 NIL 1,10,21,000 2,28,05,051 18,34,000 --------------- 3,56,60,051 5,11,160 31,00,750 --------------- 3,20,48,141 29,32,461 |
NIL NIL NIL NIL NIL 1,100 NIL ------------- 1,100 1,000 NIL ------------- 100 16,900 |
|
Total |
4,92,08,000 |
17,000 |
|
Accounting ratios
Return on Networth (%) Net Asset value per share (Rs) |
NA NA |
NA NA |
SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation: The financial statements
are prepared under the historical cost convention and materially comply with
the mandatory accounting standards issued by the Institute of Chartered
Accountants of India and the provisions of the Companies Act, 1956.
Fixed assets and capital work in progress: Fixed assets are stated at the
cost of acquisition. Direct costs are capitalized until the assets are ready to
be put to use.
Depreciation: Since the company has not yet commenced
any business, the provision for the depreciation have not been made.
Amortisation: Preliminary & Pre-Operative
expenses have not been amortised as the Profit & Loss A/c is not yet made.
For
Boppudi & Associates
Chartered
Accountants,
Sd/-
Date: 11-2-2000
Place: Hyderabad.
B. Appa Rao
Proprietor
LOAN ARRANGEMENTS
The Federal Bank Ltd., Abids
Branch, Hyderabad vide their letter dated 19.1.2000 have sanctioned Term Loan
of Rs. 75 lacs to part finance the project on the following terms and conditions:
-
1.
Period: 48 months.
2.
Rate of Interest: 16.32% including interest tax.
3.
Security:
Hypothecation of office
furnitures and computers worth Rs.100. 36
lacs.
4.
Margin: 25%
5.
Repayment: 16 Quarterly Instalments with 6 months moratorium.
Interest as and
when debited.
6.
Guarantors: Personal Guarantee of Shri R.Vijay Kumar and
Kamal K. Kacholia.
7. Collateral: City Centre Premises at Himayatnagar,
Hyderabad and Flat
No.406/408 at Vaibhav Kunj, Lower Tankbund,
Hyderabad
aggregating Rs. 120 Lakhs.
C. STATUTORY AND OTHER INFORMATON
MINIMUM SUBSCRIPTION
If the Company does not receive
minimum subscription of 90% of the offered amount on the date of closure of the
issue or if the subscription level falls below 90% 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 date from which Quantum becomes liable to pay the amount, Quantum
shall pay interest as per Section 73 of the Act.
EXPENSES OF THE PRESENT OFFER
The expenses of the Offer
including brokerage, fees to Lead Managers and Registrars to the Offer, stamp
duty, printing, distribution and publication expenses, advertisement expenditure,
registration fees, legal and professional charges, bank charges, auditors fees,
listing fees, dematerialisation charges and other miscellaneous expenses
estimated at Rs. 21.00 lacs are payable by the company and will be met out of
the proceeds of the present issue.
FEES PAYBALE TO THE LEAD MANAGERS TO THE OFFER
The fees payable to the Lead
Managers to the Offer, Ashika Credit Capital Ltd. shall be Rs.1.5 lacs as set
out in their letter of appointment, copies of which are kept open for inspection at the Registered Office
of the Company.
FEES PAYABLE TO THE REGISTRARS OF THE ISSUE
The fees payable to the
Registrars to the issue as set out in the Memorandum of Understanding (MOU)
entered into between the registrars & the company. A copy of such MOU is
kept open for inspection at the regd. office of the company.
BROKERAGE will be
paid by the Company at the rate of 1.50% of the equity shares on the basis of
allotment/allocation made against applications bearing the stamp of member of
any recognized stock exchange of India in the brokers column in the application
form. Brokerage at the same rate will also be payable to the Bankers to the
Offer in respect of allotment/allocation made against applications procured by
them provided application forms bear their respective stamps in the Brokers
column. In case of tampering or overstamping of the broker codes on the
application form, the Company’s decision to pay brokerage in this respect will
be final and no further correspondence will be entertained in this matter.
PREVIOUS ISSUE OF CAPITAL
Same as stated elsewhere in this
prospectus
The company has not made any
public issue of equity shares/debentures since its date of incorporation.
PREVIOUS COMMISSION AND BROKERAGE
No sum has been paid by Quantum
since its incorporation or is payable as commission for subscribing or procuring or agreeing to subscribe or
procure subscription for any shares of Quantum.
PREVIOUS OFFER OF SHARES OTHER THAN FOR CASH
There is no issue of shares or
debentures for consideration other than cash since its inception.
DEBENTURES AND REDEEMABLE PREFERENCE SHARES
The company has not issued any
debentures or redeemable preference shares since its inception.
OPTION TO SUBSCRIBE
Except as otherwise stated in
this Offer document, Quantum has not entered into any contract or arrangement
nor does it at present proposes to enter into any contract or arrangement
whereby any option or preferential right of any kind has been or is proposed to
be given to any person to subscribe for any shares or debentures of Quantum.
OPTION TO SUBSCRIBE IN DEMATERIALISED FORM
The investors have an option to subscribe to the shares of Quantum
Softech Limited either in the physical form or in the dematerialized form.
Separate applications for the dematerialized /
electronic and physical equity shares by the same applicant shall be considered
as multiple applications.
Applicants must indicate in the
application form the number of shares they wish to receive in dematerialized /
electronic form and physical form out of the total number of shares applied
for. In case of partial allotment, shares will first be allotted in
dematerialized / electronic form and the balance equity shares, in excess of
the applicants request for equity shares in electronic form, will be allotted
in physical form. Equity shares allotted in physical form will be multiples of
100.
CLASSES OF SHARES
The authorized capital of the
Company consists of 70,00,000 equity
shares of Rs.10 each.
PURCHASE OF PROPERTY
Except as stated in the
prospectus and save as required in the normal course of business of the
company, there is no property which the Company has purchased or acquired or
proposes to purchase or acquire, which is to be paid for wholly or partly out
of the proceeds of the present offer or the purchase or acquisition of which
has not been completed on the date of this Offer of the Offer Document, other
than property:
a) the
contracts for the purchase or acquisition whereof entered into, or may be
entered into, in the ordinary course of the Company’s business, such contracts
not being made in contemplation of the Offer or in consequence of the contract,
b) In
respect of which the purchase money is not material.
TERMS OF APPOINTMENT OF THE MANAGING DIRECTOR
Mr. R Vijay Kumar was appointed
as Managing Director of the Company for a period of 3 years from 15th
December, 1999 on the terms and conditions which interalia include:
i) Salary
– Rs. 60,000/- per month
ii) Commission
– Not more than 5% of the net profits of the company.
iii) Reimbursement of actual entertainment travelling,
boarding & loading expenses incurred in
connection with company’s business and such other perquisites as per the
rules of the company.
Dr. J S R Subrahmanyam has been
appointed as Executive Director (Technical) of the Company for a period of 5 years from 17th February 2000 on the terms
and conditions which interalia includes
i)
Salary- Rs.1,00,000/- (One Lakh only) per month
ii)
Reimbursement of actual entertainment travelling, boarding
& loading expenses incurred in connection with company’s business and such
other perquisites as per the rules of the company.
iii)
HRA – Rs. 10,000/- per month.
INTEREST OF PROMOTERS AND DIRECTORS
All the Directors are interested
to the extent of fees, if any, payable to them for attending meetings of the
Board or Committee thereof as well as to the extent of other remuneration,
disbursement of expenses payable to them under the Articles. The directors are
also interested to the extent of shares, if any, already held by them in the
Company or that may be subscribed for and allocated to them out of the present
Offer.
The Directors may also be
regarded as interested in shares that may be subscribed by and allotted to them
by the Companies in which they are interested as Directors and/or members.
All Directors may be deemed to be
interested in the contracts, agreements/arrangements entered in to or to be
entered into by the Company in which they hold Directorships.
No Director of the Company is
interested in the appointment of any of the Lead Managers, Registrars and
Bankers to the Offer. No director of the Company is interest in any property
except Mr. R. Vijay Kumar, Managing Director of the Company who is interested
to the extent of Rs.27.14 lacs being consideration payable for the office
premises acquired from his relatives and Rs. 1.35 lacs being consideration
payable for the assets acquired from a company /ventures/firms promoted by him and
Rs.3.00 lacs being consideration payable for the vehicle acquired from his
relative.
PAYMENT OR BENEFITS TO DIREECTORS AND OFFICERS OF
THE COMPANY
Save as stated herein, no amount
or benefit has been paid or given to the Company’s Directors or Officers of the
Company, except the normal remuneration and/or reimbursement for services as
Directors, officers or employees of the company.
REVALUATION OF ASSETS
The company has not revalued any
of its assets since its inception.
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
INCREASE OF CAPITAL:
5. The Company in General Meeting
may, from time to time, increase the Authorised Capital by the creation of new
shares, such increase to be of such aggregate amount and to be divided into
shares of such respective amounts as the resolution shall prescribe. The new
shares shall be issued upon such terms and conditions and with such right and
privileges annexed there to as the resolution shall prescribe and, in
particular, such shares may be issued with a preferential or qualified right to
dividends and in the distribution of assets of the Company and with a right of
the voting at General Meeting of the Company in conformity with Section 87 of
the Act. Whenever the Capital of the company has been increased under the provisions
of this Article, the Directors shall comply with the provision of Section 97 of
the Act.
REDUCTION OF
CAPITAL:
7.Subject to the provisions of
Sections 78, 80, 100 to 105 inclusive of the Act, the Company in General
Meeting may, from time to time, by Special Resolution, reduce its Capital and
any Capital Redemption Reserve Account or Shares Premium Account, in any manner
for the time being authorized by law and in particular, capital may be paid off
on the footing that it may be called up again or otherwise. This Article is not
to derogate from any power the Company would have if it were omitted.
FURTHER ISSUE OF CAPTIAL:
13 a) Where it is proposed to
increase the subscribed capital of the Company by allotment of further shares
then such further shares shall be offered to the persons who, at the date of
the offer, are holders of the equity shares of the Company in proportion, as
nearly as circumstances admit, to the capital paid-up on those shares at the
date. Such offer shall be made by a notice specifying the number of shares
offered and limiting a time not being less than 30 days from the date of the
offer within which the offer. If not accepted,
will be deemed to have been declined. After the expiry of the time
specified in the notice aforesaid or on receipt of earlier intimation from the
person to whom such notice is given that he declaims to accept the shares
offered, the Board may dispose of them in such manner as they think most
beneficial to the Company.
13 b) Notwithstanding anything contained
in the preceding clause, the Company may:
i) by a special resolution, or
ii) by an ordinary resolution and
with the consent of the Central Government. Issue further shares to any persons
and such person or persons may or may not include the persons who at the date
of the offer are the holders of the equity shares of the Company.
19aa. Every member shall be entitled to one
certificate for the shares registered in his/ her name. Such Certificate shall
be issued in accordance with the Companies (Issue of Share Certificate) Rules,
1960 specifying the shares or share held by member and amount paid thereon,
under the Common Seal of the Company Shares/Debenture. Certificates shall be
issued in marketable lots and where share/debenture certificates are issued for either more or less than marketable
lots, sub-division/consolidation into marketable lots shall be done free of
charge.
19d. ii. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its securities and to offer securities in a dematerialized form pursuant to the Depositories Act, 1996.
iii. Every person subscribing to/ acquiring securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.
If a person opts to hold his securities with a depository, the Company shall intimate such depository the details of allotment of the security and, on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the securities.
iv. All securities held by the depository shall be dematerialized and held in a fungible form. Nothing contained in Sections 153, 153A, 153B, 187B, 187C, and 372 of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners.
v. (a) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of securities on behalf of the beneficial owner.
(b) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.
(c) Every person holding securities of the Company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the Company. The beneficial owner of the securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.
vi. Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies or discs.
vii. Nothing contained in Section 108 of the Act or these Articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.
viii. Notwithstanding anything in the Act or these Articles, where securities are dealt with by a depository, the Company shall intimate the details thereof to the depository immediately on allotment of such securities.
ix. Nothing contained in the Act or these Articles regarding necessity of having distinctive numbers for securities issued by the Company shall apply to the securities held in a depository.
x.The Registrar and Index of Beneficial owners, maintained by a depository under the Depositories Act, 1996, shall be deemed to be the Register and Index of Members and Security holders for the purposes of these Articles and the Act”.
CALLS FORFETIURE, SURRENDER AND LIEN:
31..If any member fails to pay
any call due from him on the day appointed for payment thereof or any such
extension thereof as aforesaid, he shall be liable to pay interest on the same
from the day appointed for payment thereof to the time of actual payment at
such rate not exceeding 18% p.a as shall from time to time be fixed by the
Board. But nothing in this article shall render it obligatory for the board to
demand or recover any interest from any such member.
35a. The Board
may, if it thinks fit, agree to and receive from any Member willing to advance
the same all or any part of the amounts of his shares beyond the sums actually
called up and upon the moneys so paid in advance, or upon so much thereof, from
time to time, and at any time thereafter as exceeds the amount of the calls
then made, upon and due in respect of the shares on account of which such
advances are made, the Board may pay or allow interest at such advances made,
the Board may pay or allow interest at such rate, not exceeding without the
sanction of the Company in General Meeting less than 6%, as the Member paying
the sum in advance and the Board agree upon, provided that money paid in
advance of calls shall not confer a right to dividend or to participate in
profits or voting rights. The Board may agree to repay at any time any amounts
so advanced or may at any time repay the same upon giving to the member three month’s notice in
writing.
COMPANY’S
LIEN ON SHARES
36.The Company shall have a first
and paramount lien upon all the shares (other than fully paid-up shares)
registered in the name of each member (whether solely or jointly with others)
and upon the proceeds of sale there or for all money (whether presently payable
of not) called or payable at a fixed time in respect of such shares and on
equitable interest in any shares shall be created except upon the footing and
condition that this Article will have full effect. And such lien shall extend
to all dividends and bonuses from time to time declared in respect of such
shared. Unless otherwise agreed the registration of a transfer of shares shall
operate as a waiver of the Company’s lien if any on such shares. The directors
may at any time declare any shares wholly or in part to be exempt from the
provisions of this clause.
ENFORCING
LIEN BY SALE
37.For the purpose of enforcing
such lien the Board may sell the share subject thereto in such manner as it
shall think fit, and for that purpose may cause to be issued a duplicate
certificate in respect of such share and may authorize one of its members to
execute a transfer thereof on behalf of and in the name of and in the name of
such Member. No sale shall be made until such period as aforesaid shall have
arrived and until notice in writing of the intention to sell shall have been
served on such member or his representatives and default shall have been made
by him or them in payment fulfillment or discharge of such debts, liabilities
or engagements for fourteen days after such notice.
APPLICATION OF PROCEEDS OF SALE
38.The net proceeds of any such
sale shall be received by the Company and applied or towards payment of such
part of the amount in respect of which the lien exists as is presently payable
and the residue, if any, shall subject to a like lien for sums not presently
payable as existed upon the shares before the sale, be paid to the person
entitled to the shares immediately prior to the same.
FORM OF NOTICE
40.The notice shall name a day
(not being less than fourteen days from the date of the notice) and a place or
places on and which such call or installment and such interest thereon at such
rate not exceeding 18 percent per annum as the Board shall determine from the
date on which such call or installment ought to have been paid are to be paid.
The notice shall also state that in the event of the non-payment at or before
the time and at the place appointed the shares in respect of which the call was
made or installment in payable will be liable to forfeited.
INDEFAULT OF PAYMENT, SHARES MAY BE FORFEITED
41.If the requirement of any such
notice as aforesaid shall not be complied with, every or any share in respect
of which such notice has been given may at any time thereafter before payment
of all calls or installments, interest be forfeited by a resolucation of the
Board of that effect.
NOTICE AFTER
FORFEITURE
42.When any share shall have been
so forfeited, notice of the forfeiture shall be given to the Member in whose
name is stood immediately prior to the forfeiture, and an entry of the
forfeiture with the date thereof shall forthwith be made in the register of
members but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice or to make any such entry as aforesaid.
FORFEITED
SHARES TOBECOME PROPERTY OF THE COMPANY
43.Any share so forfeited shall
be deemed to be the property of the Company, and may be sold, reallotted or
otherwise disposed of, either to the original holder thereof or to any other
person, upon such terms and in such manner as the Board shall think fit.
ARREARS TO
BE PAID NOTWITHSTANDING FORFEITURE
44.Any member whose shares have
been forfeited shall cease to be a member in respect of the forfeited shares
but shall, notwithstanding the forfeiture be liable to pay and shall forthwith
pay to Company on demand all calls, installments and interest in respect of
such shares at the time of the forfeiture together with interest thereon from
the time of the forfeiture until payment, at such rate not exceeding 18 percent
per annum as the Board may determine and the Board may enforce the payment
thereof, if it thinks fit.
EFFECT OF
FORFEITURE
45.The forfeiture of a share
shall involve extinction, at the time of forfeiture, of all interest in and all
claims and demands against the Company, in respect of the share and all other
rights incidental to the share, except only such of those rights as by these
Articles are expressly saved.
CERTIFICATE OF FORFEITURE
46.A declaration in writing that
the declarant is a Director or Secretary of the Company that a share in the
Company has been duly forfeited in accordance with these Articles on a date
stated in the declaration shall be conclusive evidence of the facts there in
stated as against all persons claiming to be entitled to the share.
TITLE OF
PURCHASER AND ALLOTTEE OF FORFEITURE SHARES
47.Upon any sale after forfeiture
or for enforcing lien in purported exercise of the powers herein before given,
the Board may appoint some person to execute an instrument of transfer of the
shares sold and cause the purchaser’s name to be entered in the Register of
Members in respect of the shares sold and the purchaser shall not be bound to
see to the regularity of the proceedings or to the application of the purchase
money, and after his name has been entered in the Register in respect of such
shares the validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in damages against the
Company exclusively.
POWER TO
ANNUL FORFEITURE
49.The Board may at any time
before any share so forfeited shall have been sold, reallotted or otherwise
disposed of, annul the forfeiture thereof upon such conditions as it thinks
fit.
TRANSFER AND TRANSMISSION OF SHARES
REGISTER OF
TRANSFER
50.The Company shall keep a
“Register of Transfers” and therein shall be fairly and distinctly entered
particulars of every transmission of any share.
EXECUTION OF TRANSFER
52.Every such instrument of
transfer shall be executed both by the transferrer and the transferee and
attested and the transferrer shall be deemed to remain the holder of such share
until the name of the transferee shall have been entered in the Register of
Members in respect thereof.
TRANSFER BOOKS WHEN CLOSED
53.The Board shall have power on
giving not less than seven days pervious notice by advertisement in a newspaper
circulating in the District in which the Registered Office is situated to close
the Register of Members or Register of Debenture holders at such time or times
and for such period or periods not exceeding thirty days at a time and not
exceeding in the aggregate forty days in each year, as it may seem expedient.
FORM OF
TRANSFER
54.a) The instrument of Transfer shall be in Form 7B of the
Companies Act, 1956. The instrument of Transfer shall be in writing and all the
provisions of section 108 of the Companies Act, 1956 and of any statutory
modification thereof for the time being shall be duly completed with in respect
of all the transfers if shares and registration thereof.
54d Subject to the provisions of Section 111 of the Act and Section
22A of the Securities Contracts (Regulation) Act, 1956, the Directors may, at
their own absolute and uncontrolled discretion and by giving reasons, decline
to register or acknowledge any transfer of shares whether fully paid or not and
the right of refusal, shall not be affected by the circumstances that the
proposed transferee is already a member of the Company but in such cases, the
Directors shall within one month from the date on which the instrument of
transfer was lodged with the Company, send to the transferee and transferor
notice of the refusal to register such transfer provided that registration of
transfer shall not be refused on the ground of the transferor being either
along or jointly with any other person or persons indebted to the Company on
any account whatsoever except when the Company has lien on the shares. Transfer
of shares/debentures in whatever lot shall not be refused.
DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES
56. In the case of thee death of
any one or more of the persons named in the Register of Members as the
joint-holders of any share, the survivors shall be the only persons recognized
by the Company as having any title to or interest in the share, but nothing
here in contained shall be taken to release the estate of a deceased
joint-holder from any liability on shares held by him jointly with any other
person.
TITLE TO SHARES OF DECEASED HOLDER
57. The executors or
administrators or holders of a Succession Certificate or the legal
representatives of a deceased Member (not being one of two or more
join-holders) shall be the only persons recognized by the Company as having any
title to the shares registered in the name of such Member and the Company shall
not be bound to recognize such executors or administrators or holders of
Succession Certificate or the legal representatives unless such executors or
administrators or Succession Certificate as the case may be from a duly
constituted Court in the Union of India; provided that in any case where the
Board in its absolute discretion thinks the Union of India; provided that in
any case where the Board in its absolute discretion thinks fit it may dispense with production of
probate or letters of a Administration or Succession Certificate and upon such
terms as to indemnity or otherwise at the Board in its absolute discretion may
think necessary and under Article 60 register the name of any person who claims
to be absolutely entitled to the shares standing in the name of a deceased
Member, as a member.
NO TRANSFER IN CERTAIN CASES
58.No share shall in any circumstances be transferred to any
infant, insolvent or person of unsound mind.
TRANSMISSION OF SHARES
59. Subject to the provisions of
Articles 57 and 58, any person becoming entitled to shares in consequence of
the death, lunacy, bankruptcy or insolvency of any Member, or by any lawful
means other than by a transfer in accordance with the Articles, may, upon
producing such evidence that he sustains the character in respect of which he
proposed to act under this article or of his title, as the Board thinks
sufficient, either get himself registered as the holder of the shares or elect
to have some person nominated by him and approved by the Board registered as
such holder, provided nevertheless, that if such person shall elect to have his
nominee registered, he shall testify the election by executing in favour of his
nominee an instrument of transfer in accordance with the provisions herein
contained, and until he does so, he shall not be freed from any liability in
respect of the shares.
TRANSFER TO
BE LEFT AT OFFICE AS EVIDENCE OF TITLE GIVEN
61.Every instrument of transfer
shall be presented to the Company duly stamped for registration accompanied by
a such evidence as the Board may require to prove the title of the transferrer
and his right to transfer the shares and every registered instrument of
transfer shall remain in the custody of the Company until destroyed by order of
the Board.
THE COMPANY NOT LIABLE FOR DISREGARD OF A NOTICE
PROHIBITING REGISTRATION OF A TRANSFER
63. The Company shall incur no
liability or responsibility whatever in consequence of its registering or
giving effect to any transfer of share made or purporting to be made by any
apparent legal owner thereof (as shown or appearing in the Register of Members)
to the prejudice of persons having or claiming any equitable right, title or
interest to or in the said shares, notwithstanding that the Company may have
had notice of such equitable right, title or interest or notice prohibiting
registration of such transfer, and may have entered such notice or referred
thereto, in book of the Company and the Company shall not be bound or required
to regard or attend or give effect to any notice which may be given to if any
equitable right title or interest, or be under any liability whatsoever for
refusing or neglecting so to do, through it may
have been entered or referred to
in some book of the Company and the Company shall not be bound or required to
regard or attend or give effect to any notice which may be given to it of any
equitable right title or interest, or be under any liability whatsoever for
refusing or neglecting so to do, through it may have been entered or referred
to in some book of the Company, but the Company shall nevertheless be at
liberty to regard and to attend to any such notice, and give effect thereto if
the Board shall so think fit.
MEETINGS OF
MEMBERS
NOTICE FOR MEETING
75. Twenty one days’ notice at
the least of every General Meeting, Annual or Extra-ordinary and by whomsoever
called, specifying the day, place and hour of meeting and the general nature of
the business to be transacted thereat, shall be given in the manner hereinafter
provided to such persons who are under these Articles entitled to receive
notice from the Company provided that in the case of Annual General Meeting
with the consent in writing or all the Members entitled to vote thereat, and in
case of any other meeting with the consent of Members holding not less than 95
percent of such part of the paid-up share capital of the Company as gives a
right to vote at the meeting, a meeting
may be concerned by a shorter notice. In the case of Annual General
Meeting, if any business other than (i) the consideration of the accounts,
Balance Sheet and Report of the Board of the Directors and Auditors, (ii) the
declaration of the dividend, (iii) the appointment of directors in place of
those retiring, (iv) the appointment of and fixing of the remuneration of the
auditors, is to be transacted, and in case of any other meetings in any event
there shall be annexed to the notice of the meeting a statement setting out all
material facts concerning such item of business, including in particular the
nature of the concern or interest, if any therein of every Director and the
Manager, if an, where any such item of business related to or affects any other
Company, the extent of share holding interest in the other Company of every
Director and the Manager, if any, of the Company shall also be set out in the
statement if the extent of such share holding interests is not less than twenty
percent of the paid-up share capital of that other Company where any item of
business consists of according of approval to any document by the meeting. The
time and place where the document can be inspected shall be specified in the
statement aforesaid.
QUORUM
78. Five members present in
person shall be quorum for a General Meeting. A body corporate being a member
shall be deemed to be personally present if it is represented in accordance
with Section 187 of the Act.
VOTE OF MEMBERS
NO VOTING BY PROXY ON SHOW OF HANDS
89. No member shall be entitled
to vote either personally or by proxy at any General Meeting or meeting 99of a
class of shareholders either upon a show of hands or upon a poll in respect of
any shares registered in his name on which any calls or other sums presently
payable by him not been paid or in regard to which the Company has exercised
any right of lien.
VOTE OF MEMBERS
90. Subject to the provisions of
these Articles and without prejudice to any special privileges or restrictions
as to voting for the time being attached to any class of shares for the time
being forming part of the Capital of the Company, every member not disqualified
by the last preceding Article shall be entitled to be present and to speak and
vote at such meeting and on a show of hand every Member present in person shall
have one vote and upon a poll every Member present in person or by proxy shall,
subject to clause (b) of sub-section(1) of Section 87 of the Act, have one vote
for every share held by him either alone or jointly with any other person or
persons provided, however, if any preference shareholder be present at any
meeting of the Company then save as provided in clause(b) of sub-section(2) of
Section 87 of the Act, he shall only have a right to vote in respect of such
preference share on resolution place before the meeting which directly affect
the rights attached to this preference shares.
RIGHT OF A MEMBER TO USE HIS VOTES DIFFERENTLY
91. On a poll taken at a meeting
of the Company, a Member entitled to more than one vote, his proxy or other
person entitled to vote for him, as the case may be, need not, if he votes, use
all his votes, or cast in the same way all the votes he uses.
92. A member of unsound mind or
in respect of whom an order has been made by any Court having rejurisdiction
may vote, whether on a show of hands or on a poll, by his committee or other
legal guardian; and any such committee or guardian may, or poll, vote by proxy;
if any member be a minor, the vote in respect of his share or shares shall be
by his guardian, or any of his guardians if more than one, to be elected in
case of dispute by the Chairman of the meeting.
REPRESENTATION OF BODY CORPORATE
94. Subject to the provisions of
these Articles votes may be given either personally or by proxy. A body
corporate being a member may vote either by a proxy or by a representative duly
authorized in accordance with Section 187 of the Act, and such representative
shall be entitled to exercise the same rights and power (including the rights
to vote to proxy) on behalf of the body corporate which he represents as that
body could exercise if it were an individual member.
98. No member present only by
proxy shall be entitled to vote on show of hands, unless such member is a body
corporate present by a proxy who is not himself a member in which case such
proxy shall have a vote on the show of hands as if he were a Member
INSTRUMENT OF PROXY TO BE DEPOSITED AT OFFICE
99. The instrument appointing a
proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority, shall be
deposited at the office not later that forty-eight hours before the time for
holding the meeting at which the person named in the instrument proposed to
vote and in default the instrument or proxy shall not be treated as valid.
FORM OF PROXY
100. Every instrument of proxy
whether for specified meeting or otherwise shall, as nearly as circumstance
will admit, be in any of the forms set out in Schedule IX of the Act.
VALIDITY OF VOTES GIVEN BY PROXY
101. A vote given in accordance
with the terms of an instrument of proxy shall be valid notwithstanding the
previous death of the principal or revocation of the proxy or of any power of
attorney under which such proxy was signed, or the transfer of the share in
respect of which vote is given, provided that no intimation in writing of the
death, revocation or transfer shall have been received at the office before the
meeting.
TIME FOR OBJECTION TO VOTE
102. No objection shall be made
to the validity of any vote expect at the meeting or poll at which such vote
shall be tendered and every vote whether given personally or by proxy not
disallowed at such meeting or shall be deemed valid for all purpose of such
meeting or poll whatsoever.
CHAIRMAN OF ANY MEETING TO BE THE JUDGE OF VALIDITY
OF ANY VOTE
103. The Chairman of any meeting
shall be the sole judge of the validity of every vote rendered at such meeting.
The Chairman present at the taking of a poll shall be the sole judge of the
validity of every vote tendered at such poll.
PROCEEDINGS OF BOARD OF DIRECTORS
POWER OF BOARD MEETING
135. The Director may meet
together as a Board for the dispatch of business from time to time as provided
in Section 285 of the Act. The Directors may adjourn and otherwise regulate
their meetings as they think fit.
142. Subject to the restrictions
contained in Section 292 of the Act the Board may delegate any of its power to
Committees of the Board consisting of such member or members of its body as it
thinks fit, and it may from time to time revoke and discharge and such
committee of the Board wither wholly or in part, and either as to persons or
purposes, but every Committee of the Board so formed shall in the exercise of
the powers so delegated Co-form to any regulations that may from time to time
be imposed on it by the Board.
All acts done by any such
Committee of the Board in conformity with such regulations and in fulfillment
of the purposes of its appointment but not otherwise shall have the like force
and effect as if done by the Board.
GENERAL POWERS OF THE BOARD
147. Subject to the provisions of
the Act, the control of the Company shall be vested in the Board who shall be
entitled to exercise all such powers and to do all such acts and things as the company is
authorized to exercise and do provided that the Board shall not exercise any
power or do any tact or thing which is directed or required, whether by the Act
or any other statue or by Memorandum of the Company or by these Articles or
otherwise to be exercised or done by the Company in General Meeting. Provided
further than in exercising any such power or doing any such act or thing the
Board shall be subject to the provisions in that behalf contained in the Act or
any other statute or in the Memorandum of the Company or in these Articles or
any regulations not inconsistent therewith and duly make thereunder, including
regulations made by the Company in General Meeting, but no regulation made by
the Company in General Meeting, shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.
148. Before recommending any dividend, the Board may from time to time
set aside out of the profits of the Company such sums as they may think proper
for Depreciation Fund or to an Insurance Fund or Sinking Fund or any Special
Fund to meet contingencies or to repay debentures or debenture-stock or for
special dividends or for re-equalising dividends or for repairing, improving,
extending and maintaining any of the property of the Company and for such other
purposes as the Board may, in its absolute discretion, think conducive to the
interest of the Company, and subject to Section 292 of the Act, may from time
to time invest the several sums so set aside or so much there of as required to
be invested upon such investments (other than shares of the Company) as it may
think fit and from time to time may deal with and vary such investments and
dispose of and such purposes as the Board in its absolute discretion think
conducive to the interest of the Company notwithstanding that the matter to
which the Board applies or upon it expends the same or any part thereof,
applied or extended and may divide the Reserve Fund or division of Reserve Fund
into such Special Funds as the Board may think fit, with full power to transfer
the whole or any portion of a Reserve Fund and with full power to employ the
assets constituting all or any of the
above funds including Depreciation Fund in the business of the Company or in
the purchase or repayment of debentures of debenture-stock and without being
bound to keep the same separate from the other assets and without being bound
to pay interest on the same with power however, to the Board as its
discretion to pay or allow to the
credit of such funds interest at such rate as the Board may think proper not
exceeding nine percent per annum.
DIVIDENDS
153. The profits of the Company,
subject to any special rights relating thereto created or authorized to be
created by these Articles and subject to the provisions of these Articles,
shall be divisible among the Members in proportion to the amount of capital
paid-up on the shares held by them respectively.
DECLARATION OF DIVIDEND
155. No dividend shall be
declared or paid otherwise than out of profits of the Financial year arrived at
after providing for depreciation in accordance with the provisions of Section
205 of the Act or out of the profits of the Company for any previous financial
year or years arrived after providing to depreciation in accordance with these
provisions and remaining undistributed or out of both, provided that:
a) If the
Company has not provided for depreciation for any previous financial year or
years it shall, before declaring or paying dividend for any financial year,
provide for such depreciation out of the profits of that financial year or out
of the profits of any other previous financial year or years.
b)
The Company has incurred any loss in any previous financial
year or years the amount of the loss or an amount of the loss or amount which
is equal to the amount provided for depreciation for the year or those years
whichever is less, shall be set off against the profits of the Company for the
year for which the divided is proposed to be declared or paid or against the
profits of the Company for any previous financial year arrived at in both cases
after providing for depreciation in accordance with the provisions of Section
205(2) of the Act, or against both.
INTERIM DIVIDEND
156. The Board may from time to
time pay to the Members such interim dividend as in their judgement the
position of the Company justified.
AMOUNT PAID IN ADVANCE OF CALLS NOT TO BE TREATED AS
PAID-UP CAPITAL
157. Where capital is paid in
advance of calls upon the footing that the same shall carry interest, such
capital shall not whilst carrying interest confer a right to participate in
profits.
APPORTIONMENT OF DIVIDEND
158. The Company shall pay
dividends in proportion to the amount paid-up on each share where a large
amount is paid-upon some shares than on others.
DEBTS MAY BE DEDUCTED
159. The Board may retain the
dividends payable upon shares in respect of which any person is, under the
Article 60, entitled to become a Member of which any person under that Article
is entitled to transfer, until such person shall become a Member in respect of
such shares duly transfer the same.
PAYMENT BY POST
163. Unless otherwise directed,
any dividend may be paid by cheque or warrant or by a pay slip or receipt
having the force of a cheque or warrant sent through the post to the registered
address of the member or person entitled to in case of joint-holders to that
one of them first named in the Register of members in respect of the joint holding.
Every such cheque or warrant shall be made payable to the order of the person
to whom it is sent. The Company shall not be liable or responsible for any
cheque or warrant or pay slip or receipt lost in transmission, or for any
dividend lost to the member or person entitled thereto by the forged
endorsement of any cheque or warrant or the forged signature of any pay slip or
receipt of the freadulent recovery of the dividend by any other means.
DIVIDEND AND CALL TOGETHER
165. Any General Meeting declaring
a dividend may on the recommendations the Board make a call on the Members of
such amount as the meeting fixes, but so that the call on each Member shall not
exceed the dividend payable to him, and so that the call be made payable at the
same time as the dividend, and the dividend, and the dividend may, if so
arranged between the Company and the Members, be set off against the calls.
CAPITALISATION OF RESERVES
166 a) The Company in General
Meeting may, upon the recommendation of the Board, resolve that any monies,
investments or other assets forming part of the undivided profits of the
Company standing to the credit of the Reserve Fund or any Capital Redemption
Reserve Account or in the hands of the Company available for dividend (or
representing premiums received on the issue of shares and standing to the
credit of the share premium account) be capitalized and distributed amongst
such of the share-holders as would be entitled to receive the same if
distributed by way of dividend and in the same proportions on the footing that
they become entitled thereto as Capital and all or any part of such capitalized
fund be applied on behalf of such shareholders in paying up in full, either at
par or at such premium as the resolution may provide any un issued shares or
debentures or debenture-stock of the Company which shall be distributed
accordingly or in or towards payment or the uncalled liability on any issued
shares or debentures or debenture-stock and that such distribution or payment
shall be accepted by such shareholders in full satisfaction of their interest
in the said capitalized sum. Provided that a share premium account and a
capital Redemption Reserve Account may for the purpose of this Article, only be
applied in the paying up of un issued shares to be issued to Members as fully
paid bonus shares.
166 b) A General Meeting may
resolve that any surplus monies arising from the realization of any capital
assets of the Company or any investments representing the same, or any other
undistributed profits of the Company not subject to share for income tax be
distributed among the Members on the footing that they receive the same as
capital.
166 C) For the purpose of giving
effect to any resolution under the preceding paragraphs of this Article the
Board may settle any difficulty which may arise in regard to the distribution
as it thinks expedient and in particular may issue fractional certificate and
may fix the value of distribution of specific assets and may determine that
such cash payment shall be made to any members upon the footing of the value so
fixed or that fractions of less value than Rs may be disregarded in order to
adjust the rights of all parties and may vest any such cash or specific assets
in trustees upon such trusts for the persons entitled to the dividend or
capitalized fund as may seem expedient to the Board. Where requisite, a proper
contract shall be delivered to the Register for registration in accordance with Section 75 of the Act, and
the Board may appoint any person to sign such contract on behalf of the persons
entitled to the dividends or capitalize fund, and such appointment shall
effective.
WINDING UP
DISTRIBUTION OF ASSETS
182 a) If the Company shall be
wound-up and the assets available for distribution among the members as such
shall be insufficient to repay the whole of the paid-up capital, such assets
shall be distributed so that as nearly as may be the losses shall be borne by
the Members in proportion to the capital paid-up or which ought to have been
paid-up at the commencement of the winding-up on the shares held by them
respectively. And if in winding-up the assets available for distribution among
the members shall be more than sufficient to repay the whole of the capital
paid-up, at the time of the winding-up the excess shall be distributed amongst
the members in proportion to the Capital paid-up at the commencement of the
winding-up or which ought to have been paid-up on the shares held by them
respectively. But this clause is to be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.
182 b) The Liquidator or any
winding-up (whether voluntary, under supervision or compulsory) may, with
sanction of a Special Resolution but subject to the rights attached to any
performance share capital, divide among the contributors in specie any part or
the assets of the Company and may, with the like sanction, vest any part of the
aspects of the Company in trustees upon such trusts for the benefits of the
contributors as the Liquidator with the like sanction, shall think fit.
INDEMNITY
DIRECTORS AND OTHERS RIGHT TO INDEMNIFY
183. Subject to Section 201 of
the Act every office or agent for the time being of the Company shall be
indemnified out of the assets of the Company against liability incurred by him
in defending against the proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in connection
with any application under Section 633 of the Act in which relief is granted to
him by the Court.
SECRECY CLAUSE
184(a) Every Director, Manager,
Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent,
Accountant, or other person employed in the business of the Company shall, if
so required by the Directors, before entering upon his duties sign a
declaration pledging himself to observe a strict secrecy respecting all
transactions and affairs of the Company, including (without limitation) those
with the customers and the state of the accounts with individual and in matters
relating thereto and shall by such declaration pledge himself not to reveal any
of the matter which may come to his knowledge in the discharge of his duties
except when required so to by the Directors or by law or by the person to whom
such matters relate and except so far as may be necessary in order to comply
with any of the provisions of the Act of these Articles.
184 (b) No member shall be
entitled to visit or inspect any work of the Company without the permission of
a Director or to require discovery of or any information respecting any detail
of the Company’s trading, or any matter which is or may be in the nature of a
trade secret, mystery of trade or secret process or any other matter which may
relate to the conduct of the business of the Company and which, in the opinion
of the Directors, it would be inexpedient in the interest of the Company to
disclose.
MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION
The following contracts and
agreements referred to in paragraph ‘A’ below, not being contracts entered into
in the ordinary course of the business carried on by the Quantum are or may be
deemed to be material have been entered into by or on behalf of the Quantum.
Copies of these contracts together with copies of the documents referred to in
para ‘B’ below has been attached with the prospectus and delivered to the
Registrar of the Companies, Andhra Pradesh, Hyderabad and may be inspected at
the Registered Office of Quantum between 10.00 am and 1.00 pm on any working
day until the closing day of the subscription list.
A. MATERIAL
CONTRACTS
1. Memorandum of Understanding
between the Lead Manager, Ashika Credit Capital Ltd and the Company dated 29th
December 1999.
2. Memorandum of Understanding
between registrars to the issue, Venture Capital & Corporate Investment
Ltd, and the Company dated 17th January 2000.
3. Tripartite Agreement between
Company, Registrar and ----------------
for dematerialization of shares.
4. Copy of Agreement dated
14-12-1999 & 20-1-2000 entered into by the Company with the Managing
Director and Executive Director respectively.
5. Sale Deed dated 12-01-2000
with Syed Khaja Mustafa Hussain, for City Centre Premises and Agreement of Sale
dated 23.12.1999 and 28.12.1999 for
Vaibhav Kunj with Mrs. Nirmala Malpani,
Mr. Abhay Malpani and Mr. Ajay
Malpani for the purchase of Office Premises.
B. DOCUMENTS FOR INSPECTION
1. Memorandum
and Articles of the Company as amended from time to time.
2. Certificate
of Incorporation of the Company and Certificate of Change of Name.
3. A copy of
Resolution passed under Section 81 (1A) in the EGM of the Company held on 21stJanuary,
2000 and a copy of the Resolutions passed under Sections 293 (1)(a) and 293
(1)(d) of the Act at the EGM of the Company held on 14th December 1999.
4. A copy of
the Resolution of the Board passed at its meeting held on 14-1-2000
authorizing the Registrar to the issue and encash the stockinvests.
5. Audited
Accounts of Quantum for the periods ended on 31.10.1999 and 10.02.2000 and
Auditors’ Report thereon dated 11.2.2000.
6. Sanction
Letter dated 19-1-2000 for sanction of Term Loan from Federal Bank Limited.
7. Auditors
certificate dated 3-1-2000 on availability of tax benefits to the Company and
its members and certifying various financial information.
8. Consents
from the Directors, Auditors, Legal Advisors, Lead Managers, Registrars to the
Offer, Bankers to the Offer, Bankers to the Company, Company Secretary and
Compliance Officer to act in their respective capacities.
9. Copies of
initial listing application made to the Stock Exchanges at Hyderabad and
Bangalore.
10. Appraisal
Memorandum by the Federal Bank Ltd.
11. Observations
Letters dated __________ issued by SEBI in respect of this Offer Document and
response letters dated________
submitted to the SEBI.
12. Power of
Attorney of the Directors in favour of Shri R Vijay Kumar for signing the offer
document and making corrections/alterations as required.
13. Copy of
application to RBI for permission to set up marketing office at Chicago U.S.A.
which is refiled with Federal Bank Ltd. on the instructions of RBI.
PART III
DECLARATION
We
declare that all the relevant provisions of the Companies Act, 1956 and the
guidelines issued by the Government of India have been complied with and no
statement made in this Offer Document is contrary to the provisions of the
Companies Act, 1956 and rules thereunder.
The
Issuer accepts no responsibility for statements made otherwise than in the
Prospectus or in the advertisements or any other material issued by or at the
instance of the Issuer and that anyone placing reliance on any other source of
information would be doing so at his/her own risk.
SIGNED BY THE DIRECTORS OF
QUANTUM
1.
Mr.
R. Vijay Kumar
2.
Mr.
Iain Allison *
3.
Dr.
Paul Zuckerman *
4.
Dr.
JSR Subrahmanyam *
5.
Mr.
Francis Bruce Pike *
6.
Mr.
Kamal K Kacholia *
* Signed by their duly
constituted attorney, Mr. R Vijay Kumar.
Place:
Hyderabad
Date: