DRAFT – PROSPECTUS

SAVEN TECHNOLOGIES LIMITED

(Incorporated on 10th May 1993 as Pennar Infotech limited and subsequently its name was changed to Saven Technologies Limited On 04.02.2000)

Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016

Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; website : www.saventech.com

Email: info@saventech.com

PUBLIC ISSUE OF 36,00,000 EQUITY SHARES OF Rs.10/- EACH FOR CASH AT PAR

AGGREGATING TO Rs. 360 LAKHS
 
RISKS IN RELATION TO THE FIRST ISSUE

This being the first Public issue of the Company, there has been no formal market for the Securities of the Company. The issue price should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the company nor regarding the price at which the equity shares will be traded after listing. 

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this 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 offering. 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 (SEBI) nor does the SEBI guarantee the accuracy or the adequacy of this document.

The attention of Investors is drawn to the statement of Risk Factors appearing on Page No. "____" & "____" of the Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY

The issuer, having made all the reasonable inquiries,accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, 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.

GENERAL DISCLAIMER

INVESTORS MAY NOTE THAT THE SAVEN TECHNOLOGIES LIMITED ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THIS PROSPECTUS OR IN THE ADVERTISEMENTS OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE ISSUER COMPANY OR THE LEAD MANAGER AND THAT ANY ONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR OWN RISK.
 
 
 
 

LISTING ARRANGEMENTS

The Equity Shares offered through this prospectus are proposed to be listed on The Stock Exchanges at Hyderabad (Regional Stock Exchange) and Mumbai. The Company has obtained in principle approval for this purpose from the Hyderabad Stock Exchange & Stock Exchange Mumbai vide their letter dated______ and ______respectively.

LEAD MANAGERS TO THE ISSUE

SMIFS CAPITAL MARKETS LIMITED

6-3-1109/1,Navabharat Chambers,

Raj Bhavan Road,

Somajiguda,

Hyderabad 500 082.

Phone 040 3314486 / 3312730

Fax 040 3412253

Email: smifscap@hd1.vsnl.net.in

SEBI Registration No.INM 000003952

REGISTRARS TO THE ISSUE

KARVY CONSULTANTS LIMITED.

"Karvy House"46, Avenue 4,

Street No.1, Banjara Hills,

Hyderabad-500 034

Tel: 040-3312454/3320751

Fax: 040-3311968

Email: mailmanager@karvy.com

SEBI Registration: MB/INR/000000221
 
 

ISSUE OPENS ON ____________

ISSUE CLOSES ON ____________
 
 

TABLE OF CONTENTS
 
Contents Page No.
Definition/Abbreviation  
Risk Factors And Management Perception Thereof  
Issue Highlights  
Part I

I. GENERAL INFORMATION 

 
  • Authority for the issue 
 
  • Government Approval/Registrations
 
  • Disclaimer Clause 
 
  • Statutory Declaration by the Issuer
 
  • Filing/Listing
 
  • Minimum Subscription Clause
 
  • Allotment letters/ Refund Orders /Share Certificates
 
  • Issue Schedule
 
   
II. CAPITAL STRUCTURE OF THE COMPANY  
Notes forming part of the capital Structure  
III. TERMS OF THE PRESENT ISSUE  
  • Terms of payment
 
  • Rights of instrument holders
 
  • Procedure for application and Mode of payment
 
  • General instructions
 
  • Joint Applications
 
- Multiple applications  
  • Applications under Power of Attorney
 
  • Depository Option to Investors
 
  • Tax benefits 
 
IV. PARTICULARS OF THE ISSUE  
- Objects of the Issue  
  • Project Cost and Means of Finance
 

 
 

V. COMPANY, MANAGEMENT, PRESENT BUSINESS 

AND PROJECT

  • History, Main Objects and Present business of the Company
 
- Past Financial performance of the Company
  • Subsidiaries
  • Promoter and Their Back Ground
  • Board of Directors
  • Management and Key Managerial Personnel
  • Details of Firms, Companies /Ventures Promoted by the Promoter
  • Litigation’s / Defaults /disputes
  • Project details
  • Location
  • Plant & machinery
  • Overseas Office Establishment
  • Working Capital requirement
  • Manpower
  • Schedule of Implementation
  • Business Strategy
  • SWOT Analysis
  • Management Discussions and Analysis 
  • Projected profitability
  • Basis for issue Price
  • Outstanding Litigation’s or Defaults
  • Investor Grievance and redressal System
 
Part II

A. General Information

B. Financial Information

C. Statutory And Other Information 

D. Main Provisions Of The Articles And Association 

E. Material Contracts And Documents For Inspection

 
Part III

Declaration

 

ABBREVIATIONS USED IN THE PROSPECTUS


 
Act The Companies Act, 1956 and subsequent amendments thereof.
Articles Memorandum and Articles of Association of the Company
Board Board of Directors of the Company
Company/ Issuer / STL Saven Technologies Limited
CDSL Central Depository Services (India) Limited
ESOP  Employees Stock Option Scheme
HSE Hyderabad Stock Exchange
IT Act Income Tax Act, 1961.
JVC Joint Venture Agreement
NRIs Non-resident Indians
NSDL National Securities Depository Limited
Offer / Issue Issue of equity shares by Saven Technologies Limited.
OCBs Overseas Corporate Bodies
PAN Permanent Account Number
ROC Registrar of Companies at Hyderabad.
Registrar  Registrar to the Issue.
SEBI Securities and Exchange Board of India
SC & A Sridhar Chelikani & Associates
STI  Saven Technologies Incorporated
RBI Reserve Bank of India

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SAVEN TECHNOLOGIES LIMITED

(Incorporated on 10th May 1993 as Pennar Infotech Limited and subsequently its name was changed to Saven Technologies Limited On 04.02.2000)

Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016

Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; website : Saventech.com

Email: info@saventech.com

RISK FACTORS (RF) AND MANAGEMENT PERCEPTION (MP) THEREOF

INTERNAL

  1. (RF) The project cost and working capital requirement have not been appraised/assessed by any Bank or Financial Institution and hence the utilisation of funds is at the discretion of the management and not subject to any monitoring by any independent agency.

  2. (MP) The project cost and the working capital requirement have been worked out by a team of qualified and experienced professionals of the company and the management is of the opinion that these have been assessed reasonably.

  3. (RF) This being the first major venture of the Promoter, the project suffers from all risks being associated with such ventures.

  4. (MP) The Promoter is a qualified professional and is well versed with the IT industry. The Promoter had gained sufficient expertise and skills to have a sustained growth in the hi-tech software business. This apart, he is assisted by experienced team of qualified professionals in the required line of operations.

  5. (RF) No provision has been made towards non-recovery in respect of unconfirmed long outstanding balances of debtors and advances, the same may have adverse effects on the profitability of the company in case the assets turn to be loss assets.

  6. (MP) The company has already recovered major portions out of these debts and is confident of recovering the long outstanding amounts in the current year.

  7. (RF) As on 31.03.2000, the company has a contingent liability to the extent of Rs.1,90,806 towards Income tax for the assessment year 1997-98.

  8. (MP) The demand is disputed by the company and the company is planning to appeal against

    the demand.

  9. (RF) The percentage share holding of the promoter Mr. Sridhar Chelikani in the company is
6.82% of its post issue equity Share Capital. (MP) The promoter along with the promoter group holds 34.60% of the post issue paid up

capital.

EXTERNAL

  1. (RF) The Industry is prone to high risk of technological obsolescence.
(MP) The Company constantly adapts itself to the technological changes and is also working

on upcoming technologies and hence the management is of the opinion that they can

overcome such technological obsolescence.

2. (RF) High employee turnover in the software industry.

(MP) The Company has devised its own training & recruitment programmes and further in

order to retain the employees it proposes to implement ESOP scheme through Saven

Employees Foundation Trust.

3. (RF) Exchange rate fluctuations may have an impact on the Company’s income.

(MP) Majority of the Company’s income is in US Dollars, which has shown long term trends

of appreciation against Indian Rupee. Hence, the management does not foresee any major

foreign exchange risks.

  1. (RF) Any adverse changes in the Government fiscal policies may affect the performance and
profitability of the Company.

(MP) The Government policies for the software industry in particular are highly progressive

and encouraging with specific thrust on globalisation. The Company does not foresee any

major changes in the Government policies, which may adversely affect the Software

Industries.
 
 

HIGHLIGHTS

  1. An existing and profit making company for the last four years.
  2. The Company is a 100% Export Oriented Unit (EOU) in the field of Information Technology Industry.
  3. Joint Venture with Saven Technologies Inc USA and Saven Technologies (UK) Limited.
  4. Authorised Java Training Provider for Sun Microsystems Pte.Ltd, Singapore.
  5. Listing at Mumbai and Hyderabad Stock Exchanges.
Information technology sector in which the company is operating, is presently witnessing abnormally high valuation and possibilities cannot be ruled out that the same may not continue in future.

NOTE: INVESTORS MAY NOTE THAT IN CASE OF OVER SUBSCRIPTION, ALLOTMENT SHALL BE ON PROPORTIONATE BASIS. THE INVESTORS ARE ADVISED TO REFER TO THE PARA ON THE BASIS FOR ISSUE PRICE MENTIONED IN THE PROSPECTUS BEFORE MAKING AN INVESTMENT IN THIS ISSUE.

PART I

SAVEN TECHNOLOGIES LIMITED


 
 

(Incorporated on 10th May 1993 as Pennar Infotech limited and subsequently its name was changed to Saven Technologies Limited On 04.02.2000)

Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016

Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; Email: info@saventech.com


PUBLIC ISSUE OF 36,00,000 EQUITY SHARES OF RS.10 EACH FOR CASH AT PAR AGGREGATING TO RS.360 LAKHS


 
 
 

GENERAL INFORMATION

ELIGIBILITY FOR PUBLIC ISSUE

The Company is eligible to make a public issue of equity shares pursuant to clause 2.2.1 of chapter II of the guidelines for Disclosure and Investor Protection 2000 as:

i) it has a pre-issue networth of more than Rs.1 crore for the last 3 years

As on 31.03.2000 31.03.1999 31.03.1998

(Rs in lakhs)

463.75 217.43 141.30

ii) it has a track record of distributable profits in terms of section 205 of the Companies Act, 1956.

AUTHORITY FOR THE PUBLIC ISSUE

Pursuant to Section 81 (1A) of the Companies Act 1956, the present issue of Equity Shares has been authorised vide Special Resolution passed at the Extra Ordinary General Meeting held on June 29, 2000.

GOVERNMENT APPROVAL / REGISTRATIONS

The Company is registered with Software Technology Parks of India, Hyderabad as a 100% EOU Company.

The Company has obtained Importer-Exporter Code No. 5195000085 dated August 18, 1995, from Department of Electronics, Government of India.

The Company has obtained permission from RBI for investing directly in a JVC in the United Kingdom & USA vide their approval No. HYJRA 20000180 dated May 13, 2000 and HYJRN20000291 dated July 26,2000 respectively.

The Company has obtained permission to establish branch office in UK through their Banker IndusInd Bank Limited, Secunderabad vide their letter dated June 20, 2000.

The Company has received all the necessary permissions and approvals from the Government and various Government agencies as applicable for proceeding with the proposed project. 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.

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

DISCLAIMER CLAUSE

It is to be distinctly understood that the submission of Prospectus 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 issue is proposed to be made for the correctness of the statements made or opinions expressed in the offer document. Lead Manager, M/s. SMIFS CAPITAL MARKETS LIMITED, Hyderabad has certified that the disclosures made in the offer document are generally adequate and are in conformity with SEBI (Disclosures and Investor protection ), guidelines 2000, for the time being in force. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.

It should also, be clearly understood that, while the issuer Company is primarily responsible for the correctness, adequacy and disclosure of all the 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 Merchant Banker SMIFS CAPITAL MARKETS LTD has furnished to SEBI a Due Diligence Certificate dated September 18, 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 material in connection with the finalisation of the draft prospectus pertaining to the said issue;
2. On the basis of such examination and the discussion with the Company, its directors and other officers, other agencies, independent verification of the statements concerning objects of the issue, price justification and the contents of the documents and other materials furnished by the Company,
 
 
We confirm that:
    1. the offer document forwarded to SEBI is in conformity with the documents, materials and papers relevant to the issue;
    2. all the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with; and
    3. the disclosures made in the offer document are true, fair and adequate to enable the investors to make a well- informed decision as to the investment in the proposed issue.
3.We confirm that beside ourselves, all the intermediaries named in the prospectus are registered with SEBI and that till date such registration is valid.

4.We certify that the written consent letter from the shareholders has been obtained for inclusion of their securities as part of promoter’s contribution subject to lock-in and the securities proposed to form part of promoter’s contribution subject to lock-in, will not be disposed /sold/transferred by the promoter during the period starting from the date of filing the draft prospectus with the Board till the date of commencement of lock-in period as stated in the draft prospectus.

The filing of 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 issue. SEBI, further reserves the right to take up at any point of time, with the Lead Manager (Merchant Bankers) any irregularities or lapses in the Offer Document.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES

The Hyderabad Stock Exchange and Mumbai Stock Exchanges have scrutinized this draft prospectus for their limited internal purpose of deciding on the matter of granting the Listing permission to the Company. The Exchanges do not in any manner:

  1. Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document, or
  2. Warrant, that the company’s securities will be listed or will continue to be listed on the respective exchanges, or
  3. Take any responsibility for the financial or other soundness of the company, its Promoter, its management or any scheme or project of the Company.
  4. The utilisation of monies received under promoter’s contribution and from firm allotment and reservation shall be disclosed under an appropriate head in the Balance Sheet of the company indicating the purpose for which such monies have been utilised.
  5. The details of all unutilised monies out of the funds received under the promoter contribution and from firm allotment and reservations shall be disclosed under a separate head in the Balance Sheet of the company indicating the form in which such un utilised monies have been invested.
It should not, for any reason be deemed or construed that this offer document has been cleared or approved by the said exchanges. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to independent enquiry, investigation and analysis and shall not have any claim against the said Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein for any other reason whatsoever.

DISCLAIMER IN RESPECT OF JURISDICTION

The issue is made in India to persons resident in India. This Prospectus does not ,however constitute an issue to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an issue or invitation , in such jurisdiction. Any person into whose possession this Prospectus comes is required to inform himself / herself about and to observe any such restriction. Any disputes arising out of the issue will be subject to the Jurisdiction of Courts of Hyderabad.

STATUTORY DECLARATION BY THE ISSUER:

INVESTORS MAY NOTE THAT THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THIS PROSPECTUS OR IN THE ADVERTISEMENTS OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE ISSUER COMPANY OR THE LEAD MANAGER AND THAT ANY ONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR OWN RISK.

FILING

A copy of this Offer Document along with the documents required to be filed under Section 60 of the Act, have been delivered for registration to the Registrar of Companies, Andhra Pradesh at Hyderabad .A copy of the draft offer document has been filed with the Chennai office of the SEBI.

LISTING

Applications have been made to the Hyderabad Stock Exchange and Stock Exchange, Mumbai for permission to deal in and for an official quotation of the Equity Shares of the Company being offered in terms of this Prospectus as well as the existing equity shares of the Company and that all steps for completion of the necessary formalities for listing and commencement of trading at the above stock exchanges where the securities are to be listed are taken within 7 working days of finalisation of basis of allotment.

The company has obtained in principle approval for this purpose from the Hyderabad Stock Exchange & Stock Exchange Mumbai vide their letter dated______ and ______respectively.

IMPERSONATION

As a matter of abundant caution attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956, which is reproduced below:

"ANY PERSON WHO:-

  1. MAKES IN A FICTITIOUS NAME AN APPLICATION TO A COMPANY FOR ACQUIRING, OR SUBSCRIBING FOR, ANY SHARES THEREIN, OR
  2. 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."
MINIMUM SUBSCRIPTION

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

UTILISATION OF ISSUE PROCEEDS

All the monies received out of the issue will be kept in a separate bank account and the company will not have application to such funds unless allotment of shares have 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:

  1. All the monies received out of this issue from the Public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act.
  2. Details of all monies utilized out of the Public Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of the Company indicating the purpose for which such monies have been utilized; and
  3. Details of all unutilized monies out of the public issue, if any , referred to in sub-items (i) shall be disclosed under an appropriate separate head in the Annual Report of the company indicating the form in which such unutilized monies have been invested.
SHARE CERTIFICATES /REFUND ORDERS/ CANCELLED STOCK-INVEST AND DEMAT CREDITS

Share Certificates together with refund orders of value over Rs. 1500/-, if any, to allottees and Letter(s) of Regret together with refund orders of value over Rs. 1500/- to non-allottees will be dispatched by Registered post. Refund orders and cancelled Stock-invests whose value is up to Rs.1500/- will be dispatched by ordinary post under Certificate of Posting by the Registrars to the Issue within 2 working days of finalisation of the basis of allotment.

The Company agrees that:

  1. As far as possible, allotment of securities offered to the public shall be made within 30 days

  2. of closure of the public issue.

  3. It shall pay interest at the rate of 15% p.a. if the allotment has not been made and refund
orders are not being dispatched to the investors within 2 working days of finalisation of

the basis of allotment..

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

ISSUE SCHEDULE:

The Subscription list will open at the commencement of Banking Hours and will close at the close of Banking Hours on the days as mentioned below:

Issue opens on :

Issue closes on :
 
 
 
 
 
 
 
 
 
 
 
 
 
 

LEAD MANAGERS TO THE ISSUE

SMIFS CAPITAL MARKETS LTD

6-3-1109/1,Navabharat Chambers,

Raj Bhavan Road,

Somajiguda,

Hyderabad 500 082

Phone no 040- 3314486 / 040 3312730

Fax no 040- 3412253.

Email :smifscap@hd1.vsnl.net.in

SEBI Registration No: INM 000003952

REGISTRARS TO THE ISSUE

KARVY CONSULTANTS LIMITED

"Karvy House"46, Avenue 4,

Street No.1, Banjara Hills,

Hyderabad-500 034

Tel:040-3312454/3320751

Fax:040-3311968

Email: mailmanager@karvy.com

SEBI Registration :MB/INR/000000221

AUDITORS TO THE COMPANY

M/s Rambabu &Co

Chartered Accountants

6-3-1090/1/A, 31 Pancom Chambers,

Raj Bhavan Road,

Hyderabed - 500 082.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. S. Sudhakaram

Saven Technologies Limited

1st Floor, Saptagiri Towers,

Begumpet, Hyderabad – 500 016

Phones: (040) 6516777,6516778,6516680

Fax: (040) 7768561

The investors may contact the aforesaid Compliance Officer in case of any pre-issue/post-issue-related problems.

BANKERS TO THE COMPANY

IndusInd Bank Limited

Secunderabad Branch,

S P Road,

Secunderabad.

BANKERS TO THE ISSUE

Corporation Bank

1st Floor, No. 15-1-551/23,

Goyal Market,

Siddiambar Bazar,

Hyderabad – 500 012.

CREDIT RATING

Since the present issue is of Equity Shares, credit rating is not required as per SEBI Guidelines.

UNDERWRITERS TO THE ISSUE

Underwriting being optional, the company does not propose to underwrite the issue.

BROKERS TO THE ISSUE

All the members of the recognised stock exchanges in India will be brokers to the issue.
 
 

II CAPITAL STRUCTURE OF THE COMPANY
 
Share Capital
Nominal Value

(Rs.)

Aggregate Value

(Rs.)

  1. Authorised Capital

  2. 1,60,00,000 Equity Shares of Rs. 10/- each

    aggregating to 

16,00,00,000
 

16,00,00,000

  • Issued , Subscribed and Paid up Capital

  • 45,15,110 Equity Shares of Rs. 10/- each for Cash

    at Par

    18,94,738 Equity Shares of Rs. 10/- each at a

    premium of Rs. 10/- per share

    4,51,51,100
     
     

    1,89,47,380

    4,51,51,100
     
     

    3,78,94,760

  • Present Issue 

  • 36,00,000 Equity Shares of Rs. 10/- each for cash at par, offered to the Resident Indian Public for subscription in terms of this prospectus.

    3,60,00,000

     

     

    3,60,00,000

     

  • PAID UP CAPITAL AFTER THE ISSUE

  • 1,00,09,848 Equity Shares of Rs. 10/- each at par

    10,00,98,480
     
  • SHARE PREMIUM ACCOUNT
    1. Before the issue
    B. After the issue
     
    1,89,47,380

    1,89,47,380

    Notes forming part of the Capital Structure:

      1. The Authorised Share Capital of the Company was initially Rs. 1 crore divided into 10,00,000 equity shares of Rs.10/- each. The Company at its Extra Ordinary General Meeting held on 29.09.95, increased the Authorised Capital to Rs. 2 crores divided into 20,00,000 Equity shares of Rs. 10/- each. Further, the company at its extra-ordinary general meeting held on 02.02.2000 has increased the Authorised Capital to Rs. 6 crores divided into 60,00,000 Equity shares of Rs.10/- each. Again, the Company at its Annual General Meeting held on 20.04.2000 has increased the Authorised Capital to Rs. 16 crores divided into 1,60,00,000 equity shares of Rs. 10/- each.
      2. Share Capital History
    The Present Shareholding pattern of the company is as under:
    Sl.

    No

    Date of

    Allotment

    Date when

    Fully Paid-up

    Conside-ration
    No of

    Shares

    Face

    Value

    (Rs.)

    Issue

    Price

    (Rs.)

    % to Post-

    Issue Paid -

    Up Capital

    Lock-in Period
    1 10.05.1993 10.05.1993 Cash
    70
    10
    10
    Negligible
    1 Year
    2 29.03.1996 29.03.1996 Cash
    8,39,800
    10
    10
    8.39
    1 Year
    3 27.02.1997 27.02.1997 Cash
    3,24,430
    10
    10
    3.24
    1 Year
    4 31.03.2000 31.03.2000 Cash
    9,43,739
    10
    10
    9.43
    1 Year
    5 31.03.2000 31.03.2000 Cash
    4,30,261
    10
    10
    4.30
    3 Years$
    6 28.04.2000 28.04.2000 Bonus *
    2,07,634
    10
    10
    2.07
    1 Year
    7 28.04.2000 28.04.2000 Bonus *
    15,69,176
    10
    10
    15.68
    3 Years$
    8 29.05.2000 29.05.2000 Cash
    3,80,125
    10
    20
    3.80
    1 Years
    9 29.06.2000 29.06.2000 Cash
    13,98,725
    10
    20
    13.97
    1 Years
    10 21.07.2000 21.07.2000 Cash**
    2,00,000
    10
    10
    2.00
    1 Year
    11 21.07.2000 21.07.2000 Cash
    89,080
    10
    20
    0.89
    1 Year
    12 27.07.2000 27.07.2000 Cash
    24,245
    10
    20
    0.24
    1 Year
    13 27.07.2000 27.07.2000 Cash
    2,563
    10
    20
    0.02
    3 Years$
      Total    
    64,09,848
        64.03  

    *The company has not issued equity shares for consideration other than cash except to

    the extent of bonus issue in the ratio of 7:10 to the existing shareholders as on

    31.03.2000 by capitalising free reserves.

    ** Allotted to Saven Employees Foundation Trust .

    $ 20,02,000 shares held by the Promoter and promoter group constituting 20% of the post issue capital of the company will be locked for three years from the date of commencement of Commercial production or the date of allotment in the Public Issue, whichever is later.

    The entire Pre-issue capital other than that locked in as Promoter contributions shall be locked in for a period of one year from the date of commencement of Commercial production or the date of allotment in the Public Issue, whichever is later.

    3. Promoter contribution and lock-in in respect of Promoter whose name figure in the Prospectus as Promoter in the Paragraph "PROMOTER AND HIS BACK GROUND" is as under:-
     
    Sl.

    No

    Name of the

    Promoter

    Date of 

    Allotment

    Date when 

    Fully Paid-up

    Consi-dera

    -tion

    No of 

    Shares

    Face

    Value

    (Rs.)

    Issue

    Price

    (Rs.)

    % toPost-

    Issue Paid 

    Up Capital

    Lock-in

    Period (Years)

    1. Chelikani Sridhar *

    31.03.2000

    28.04.2000

    27.07.2000

    *

    31.03.2000

    28.04.2000

    27.07.2000

    Cash

    Cash

    Bonus

    Cash

    1,00,000

    3,00,000

    2,80,000

    2,563

    10

    10

    10

    10

    10

    10

    10

    20

    1.00

    3.00

    2.80

    0.02

    1 yrs

    3 yrs

    3 yrs

    3 yrs

      Total      
    6,82,563
        6.82  

    * 1,00,000 Shares have been bought by Mr. Sridhar Chelikani from Pennar Engineering Limited for Rs 10 each per share for a total consideration of Rs.10 lakhs and the same were transferred in his name on 21.02.2000.

    4. Neither the Promoter nor the promoter Group has directly or indirectly undertaken transactions in the securities of the company in the last six months except as under:-
     
    Date of Transfer Name of the Transferor Name of the Transferee No. of Shares Price Per Share(Rs) Value

    (Rs)

    21.02.2000
     
     
     
     
     
     
     
     
     
     
     
     
     
     

    --------------

    21.06.2000

    Pennar Engineering Limited
     
     
     
     
     
     
     
     
     
     
     
     

    -------------------------

    J. Rajya Laxshmi

    (promoter group)

    Promoter and Promoter group

    1. Mr.Chelikani

    Sridhar

    2.Ch.Arathi Rao

    3.J.Rajya Lakshmi

    4.J.Avanthi Rao

    5.J.Aditya Rao

    -------------------------

    Exel Engineering Ltd

     

    1,00,000

    460

    1,13,400

    1,00,500

    50,000

    ----------

    3,50,000

    10

    10

    10

    10

    10

    --------

    10

     

    10,00,000

    4,600

    11,34,000

    10,05,000

    5,00,000

    -

    ------------

    35,00,000

    Total    
    7,14,360
     
    71,43,600

    5) a. List of top ten share holders as on the date of filing of the prospectus with Registrar of Companies:
    Sl. No.
    Name of the Shareholder
    No. of Shares
    Percentage of Shareholding
    1. Dhari Mohd. Al-Roomi
    8,50,000
    13.26
    2.  J. Avanthi Rao
    8,08,350
    12.61
    3. J. Aditya Rao
    8,07,500
    12.60
    4. Chelikani Sridhar
    6,82,563
    10.65
    5. Ch. Arathi Rao
    6,40,866
    9.99
    6. J. Rajyalakshmi
    4,98,640
    7.78
    7. Jayanthi Puljal
    3,38,317
    5.28
    8. Exel Engineering Limited
    3,32,400
    5.19
    9. Saven Employees Foundation Trust
    2,00,000
    3.12
    10. Ramaraju Indukuri
    1,05,000
    1.64
      Total
    52,63,636
    82.12
    b. List of top ten share holders 10 days prior to the date of filing of the prospectus with Registrar of Companies:
     
     
    Sl. No.
    Name of the Shareholder
    No. of Shares
    Percentage of Shareholding
    1. Dhari Mohd. Al-Roomi
    8,50,000
    13.26
    2.  J. Avanthi Rao
    8,08,350
    12.61
    3. J. Aditya Rao
    8,07,500
    12.60
    4. Chelikani Sridhar
    6,82,563
    10.65
    5. Ch. Arathi Rao
    6,40,866
    9.99
    6. J. Rajyalakshmi
    4,98,640
    7.78
    7. Jayanthi Puljal
    3,38,317
    5.28
    8. Exel Engineering Limited
    3,32,400
    5.19
    9. Saven Employees Foundation Trust
    2,00,000
    3.12
    10. Ramaraju Indukuri
    1,05,000
    1.64
      Total
    52,63,636
    82.12
    c. List of top ten share holders two years prior to the date of filing of the prospectus with Registrar of Companies:
     
     
    Sl. No.
    Name of the Shareholder
    No. of Shares
    Percentage of Shareholding
    1. J. Rajya Lakshmi
    2,15,000
    18.47
    2.  J. Nrupender Rao
    2,02,510
    17.39
    3. Citation Computer Consultants Pvt. Ltd.
    1,70,800
    14.67
    4. Jayanthi Puljal
    1,00,000
    8.59
    5. Vijay C Puljal
    99,010
    8.50
    6. Vijay N Rao
    83,440
    7.17
    7. Pennar Engineering Ltd.
    35,000
    3.00
    8. R. Srivratha 
    30,000
    2.58
    9. Anjath Rao K
    15,000
    1.29
    10. Amaravadi Anandamma
    12,500
    1.07
      Total
    9,63,260
    82.73

    6. Shareholding pattern:

    The pre-issue and post-issue shareholding pattern is as follows:
     
    Entity
    Existing
    After Public Issue
    No. of share
    %
    No. of shares
    %
    Promoter & Promoter Group
    34,63,419
    54.03
    34,63,419
    34.60
    Friends & Associates
    27,46,429
    42.85
    27,46,429
    27.44
    Saven Employees Foundation Trust 
    2,00,000
    3.12
    2,00,000
    2.00
    Public
    -
    -
    36,00,000
    35.96
    Total
    64,09,848
    100.00
    1,00,09,848
    100.00

    7. As per SEBI guidelines, a minimum of 50% of the net offer to the public as mentioned in ‘C’ under the Capital Structure is reserved for allotment to individual investors applying for allotment of equity shares equivalent to or less than 10 marketable lots. The balance 50% of the offer to the public is reserved for individuals applying for equity shares more than 10 marketable lots and corporate bodies / institutions etc. Unsubscribed portion in either of these categories shall be added to the other category interchangeably.

    8. In the event of oversubscription, the process of rounding off to the nearest multiple of 100 shares during allotment may result in the actual allocation being higher than the equity shares being offered. Final allotment may therefore be increased by maximum of 10% of the net public offer.

    9.The promoter, directors, relatives, friends and their associates and the Lead Managers, directly or otherwise, have not made any arrangement for buy-back or any other similar arrangement for any equity shares offered through this Offer Document.

    1. There are no bridge loans or any other financial arrangements made for incurring expenditure on the project, which will be repaid out of the proceeds of the current issue.
    2. Commitment of issue of shares in future:

    3. The Shareholders of the Company do not hold any warrant, option or convertible loan or any debenture which would entitle them to acquire further shares of the Company.

    4. No single applicant can make an application for number of securities which exceeds the net offer to the public.
    5. The securities made through this offer will be made fully paid up within 12 months from the date of allotment and same shall be forfeited if the call money is not paid within the 12 months.

     
     
     
     
     
     
     
     
     
     
     
     
     
     

    CASH FLOW STATEMENT:

    The following is the cash flow statement of promoter and promoter group contribution brought in prior to the public issue , which is as under:-
     
    Particulars Amount (Rs in lakhs)
    Source  
    Promoter & promoter group equity 346.34
    Less: Issue of bonus shares to promoter and promoter group 156.92
      189.42
    Deployment  
    Fixed assets 189.16
    Cash and Bank balances 0.26
    Total deployment 189.42

    III TERMS OF THE PRESENT ISSUE

    The Equity shares now being issued are subject to the provisions of the Act, Memorandum and Articles of Association of the Company, terms of this prospectus, the Application Form, the guidelines for listing of securities issued by the Stock Exchanges and Government of India and/or other Statutory Bodies and the guidelines for Disclosure and Investor Protection issued by the Securities and Exchange Board of India (" SEBI Guidelines "), the Depositories Act, 1996 and the Companies Act, 1956 to the extent applicable.

    TERMS OF PAYMENT

    Applications should be made for a minimum of 200 equity shares and in multiples of 100 shares thereafter. The Issue price of Rs. 10/- per share is payable on application and allotment as under:-

    For Indian Public:
     
     
    Towards

    Share capital (Rs.)

    On Application
    5/-
    On Allotment
    5/-
    Total
    10

    INTEREST IN CASE OF DELAY IN DESPATCH OF ALLOTMENT LETTERS / REFUND ORDERS:

    The Company agrees that as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the public issue. The company further agrees that it shall pay interest @15% per annum if the allotment letters / refund orders have not been dispatched to the applicants within 2 working days from the date of basis of allotment

    The Company undertakes that:-

    1. The complaints received in respect of the issue shall be attended to by the issuer company expeditiously and satisfactorily.
    2. That all steps for completion of the necessary formalities for listing and commencement of trading at all the stock exchanges where the securities are to be listed are taken within 7 working days of finalisation of basis of allotment.
    3. The funds required for the dispatch of refund orders/ allotment letters/ certificates by the registered post shall be made available to the registrars to the issue by the company.
    4. The certificates of securities /refund orders, if any, to the non-resident Indians shall be dispatched within specified time.
    5. No further issue of securities shall be made till the securities offered through this Prospectus are listed or till the application monies are refunded on account of non-listing, under-subsrciption etc.
    THE RIGHTS OF THE INSTRUMENT HOLDERS

    The equity shares now being offered shall rank pari-passu with the existing equity shares of the company in all respects except that the Holder(s) of equity shares now being offered will be entitled to Dividends if any, which may be declared or paid on the Equity Shares after the date of Allotment in respect of and in proportion of the amount of Capital paid up on equity shares and on pro-rata basis for the period during which such capital is paid up thereon. The Instrument Holders shall also have the rights as mentioned in section 206 A of the Companies Act, 1956 and any other rights under the Law.

    ADJUSTMENT OF EXCESS APPLICATION MONEY

    Where an applicant is allotted lesser number of equity shares than he/ she has applied for, the balance, if any, remaining after this will be refunded to the applicant within 30 days from the date of the closure of the Subscription list in terms of Section 73 of the Act.

    FORFEITURE

    1. It is a condition of the Issue that non-payment of the amount due on allotment will attract interest on the allotment money due commencing after due date for payment thereof till date of actual payment (the actual dates in case of Cheques/ Demand Drafts shall be the date of realization) as mentioned in the Article of association of the Company. Failure to pay the amount as aforesaid, shall render the allotment of equity shares liable to cancellation and the amount paid liable for forfeiture. The Company shall be at liberty to re-issue the equity shares so forfeited to any person or persons as it may in its absolute discretion as mentioned in the Articles of Association of the Company. The securities made through this offer will be made fully paid up within 12 months from the date of allotment and same shall be forfeited if the call money is not paid within the 12 months.
    PROCEDURE FOR APPLICATION AND MODE OF PAYMENT:

    The prospectus and the application forms together with Memorandum containing salient features of the prospectus may be obtained from the Registered Office of the Company , Lead Manager to the issue, brokers to the issue, Bankers to the issue named herein or from their branches as mentioned in the Application Form, until the closure of the subscription list.
     
     
     
     
     
     
     
     

    INSTRUCTIONS FOR THE APPLICANTS:

    Applications may be made by:

    1. Indian resident public
    1. Application must be made only on the prescribed application form accompanying the memorandum containing salient features of the prospectus, by:
     
     
    1. Indian nationals resident in India who are major, in single or joint names (not more than 3)
    2. Hindu undivided families in the individual name of the Karta.
    3. Companies, Corporate Bodies and Societies registered under the applicable law in India and authorised to invest in the shares.
    4. Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Commercial Banks, Regional Rural Banks, Co-operative Banks may also apply subject to permission from RBI.
    5. Trusts registered under Societies Regulation Act, 1860 or any other Trust law and are authorised under their constitution to hold and invest in shares.
    6. Overseas Corporate Bodies (OCBs), Non Resident Indians (NRIs) only on non-repatriable basis.
      1. Applications shall be made in the prescribed application form accompanying the Memorandum containing the salient features of the Prospectus and completed in full in BLOCK LETTERS IN ENGLISH in accordance with the instructions contained herein and in the Application Form and the applications not so made are liable to be rejected.
      2. Applications will be In single name or joint names (not more than three) and For a minimum of 200 equity shares and in multiples of 100 shares thereof.
    1. All cheques, bank drafts should be crossed "Account Payee only" and made payable to any Bankers to the issue Marked "A/c STL-Public Issue" (for example Indian Overseas Bank A/c STL-Public Issue).
    2. A separate cheque / Bank draft /stock-invest must accompany each application form. Applicants are advised to mention the serial number of application form on the reverse of the instruments to avoid misuse of the same.
    3. Application duly completed in all respects must be submitted before the closure of the subscription list to any of the designated branches of the bankers to the issue, accompanied by application money by way of cash or by cheque or by Bank draft or Stockinvest drawn on any Bank (including a Co-operative Bank) which is situated at and is a member or sub member of the Banker’s Clearing House located at the centre where the Application Form is submitted. Outstation cheques or Bank drafts will not be accepted and application forms accompanied by such cheques or Bank drafts will be rejected. Money Orders / Postal Orders will not be accepted.
    4. Applicants residing at the places where no collection centres have been opened may submit / mail their applications at their sole risk along with the application money by way of a Demand draft payable at Hyderabad to the registrar to the issue at their address, superscribing the envelope "SAVEN TECHNOLOGIES LIMITED- Public issue" so as to reach the registrars to the issue on or before the closure of the subscription list. The charges of, if any, for purchase of the demand draft will have to be borne by the applicant.
    5. Application forms should not be sent to the Company or to the Lead Managers.
    6. No receipt will be issued for the Application money. However, the Bankers to the issue receiving the application will acknowledge receipt of the application by stamping and returning to the applicant the acknowledgement slip at the bottom of each application form.
    7. In respect of all the above categories eligible to apply to the issue, having regard to the provisions of Section 269 SS of the Income Tax Act, 1961, payment of Rs.20000/- or more shall be effected only by Cheque / Demand Draft / Stock Invest and not by cash. In the event of any contravention, the application is liable to be rejected. Further, Where an application is for more than 5000 shares i.e. the total number of securities applied multiplied by the Issue price is Rs.50,000/- and more, the applicant or in the case of application in joint names, each of the applicants, should mention his/her permanent account number (PAN) allotted under Income Tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income Tax Circle / Ward / District should be mentioned. In case where neither PAN nor GIR No. have been allotted, the fact of non-allotment should be mentioned in the application form. Application without this information will be considered incomplete and are liable to be rejected.
    1. Each applicant shall submit only one application. However, applications under various schemes of Indian mutual funds will not be treated as multiple application provided the application made by Asset Management Company / Trustees indicate the scheme concerned for which the application have been made.
    2. In order to avoid any misuse of the refund orders, applicants are requested to mention in the relevant columns in the application form Bank account number, name of the bank and branch where they have an account. To enable the registrar to print the said details on the refund orders.. This is mandatory and the application forms not containing such details shall be rejected.
    3. The Company will not be in any manner responsible for the applications collected by any bank which ha not been designated as Bankers to the issue or as a designated branch, as specified in the application form. Further, the company will not be responsible for any postal delays and loss in transit. The Company will not entertain any claims, damage or loss due to postal delays or loss in transit.
    4. Application by non-resident Indian / OCB’s may be made only on non-repatriable basis. The same will be treated at par with applications made by the members of the resident Indian public, subject to relevant regulations.
    5. For further instructions, please read the Application Form carefully.
    PROCEDURE FOR PAYMENT BY MEANS OF STOCKINVEST

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

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

    Applicants using Stock-invest must note the following:

    1. The prospective investor at the time to request for issue of stock-invest to the issuing bank may have to:
    1. indicate that he/she agrees to abide by the terms of issue and enhancement of the stock-invest.
    2. give irrevocable authority to his/her bank to mark a lien for the value of the stock-invest against the balance held in his/her savings/current/other deposit account.
    3. agree to lifting of the bankers lien on expiry of the currency of the stock-invest or in case of intimation of partial/non-allotment of equity shares: and
    4. agree that the issuing bank will not be liable for any damages or other consequences arising out of the loss of these instruments.
    1. The service charges if any, for obtaining the stock-invest must be borne by the applicant.
    2. Stock-invests issued by any scheduled commercial bank including Cooperative Bank (even where the issuing Banker is not a collection Banker) will be accepted.
    3. Stock-invests are to be used by the purchaser(s) within 10 days of its purchase. The last day for the use of stock-invest for submitting share application to the bank is indicated on the face of the stock-invest with a notation "To be used on/or before _____________".
    4. Stock-invest should be marked "A/c Payee" and payable only to the issuer i.e., "Saven Technologies Limited." The applicant shall provide necessary details such as payee’s name, amount, number of shares applied for, application no. etc., in the left hand side portion of the stock-invest and his address in the box on the reverse of the stock-invest before depositing it with Bankers to the Issue.
    5. In case, if a box is not provided on the reverse of the stock-invest for writing the name and address of the investor, an allonge may be obtained for the purpose and attached with the stock-invest. The allonge should be used to write the applicant’s name(s) and full address to enable the Registrar to return the cancelled stock-invest directly to the applicants.
    6. The validity of the stock-invest shall not exceed 4 months.
    7. The stock-invest will be issued to the applicant in blank format after authentication of the date of issue by the designated branch. The stock-invest duly completed should be submitted along with the application form to the bank branch handling the issue.
    8. Stock-invest should be signed and dated by the appropriate authority of the issuing bank. Investors have to fill the following in the stock-invest.
    1. Title of the account, i.e., "SAVEN TECHNOLOGIES LIMITED".
    2. Amount
    3. Number of shares applied for and submit the same to the collecting banker duly signed together with the application form.
    1. Separate stock-invest of suitable and appropriate denomination (wherever available) should be submitted with each application form for the shares applied for. In case of stock-invest of fixed denomination, the investor can fill an amount less than the denomination depending upon the amount required to be paid on application for the shares applied for.
    2. The applicant should not hand over stock-invest taken against their own account to any third party. The stock-invest should be utilised by the purchaser(s) and the purchaser’s name/ name of one of the purchasers should be invariably indicated as the first applicant in the application form. Thus, if the signature of the purchaser on the stock-invest and the signature of the first applicant on the application form do not tally, the application would be treated as having been accompanied by a third party stock-invest and shall be liable to be rejected.
    3. As far as possible, the applicants should use only one stock-invest along with each application for subscription to the offer.
    4. A ceiling of Rs.50,000 per individual per public issue for issue of stock-invest by banks has been imposed. The above ceiling is not applicable to Mutual Funds.
    DISPOSAL OF APPLICATION MONEY IN CASE OF STOCKINVEST
    1. In case of non-allotment, the Registrar to the issue shall directly send back the cancelled stock-invest to the applicant(s) along with the relative advice. The stock-invest would bear stamps such as "CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the investor.
    2. On allotment/partial allotment, the Registrar to the issue shall fill in the amount ( which will be less than or equal to the amount filled by the investor) before presenting the stock-invest to the respective issuing Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit.
    3. Enquiries relating to stock-invest may be addressed only to the Registrar to the Issue and not to the issuing bank.
    4. The above information is given for the benefit of investors and the Issuer is not liable for any modification of terms of stock-invest or procedure thereof by issuing banks.
    5. Registrar to the Issue have been authorised by the Board to sign on behalf of the Issuer for realising the proceeds of the stock-invest of the successful applicants or to fix non allotment advice on the stock-invest or to cancel the stock-invest of the unsuccessful applicants or partially successful applicants with more than one stock-invest. The cancelled instrument shall be sent back by the Registrar to the applicants directly by registered post with 10 week of the closure of subscription list.
    6. All conditions mentioned earlier for making an application through cheques / demand drafts will also apply to applications made with stock-invest.
    7. For further instructions, please read the application form carefully.

     
     

    JOINT APPLICATIONS

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

    MULTIPLE APPLICATIONS

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

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

    APPLICATIONS UNDER POWER OF ATTORNEY

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

    Disposal of Applications & Application Money Received:

    The company reserves full, unqualified and absolute right to accept or reject any application, subject to guidelines of SEBI and Stock Exchanges, in whole or part in either case without assigning any reason thereof. In case, an application is rejected in full, the whole of the application money received will be refunded and Where an application is rejected in part, the excess application money received will be refunded to the applicant. Such refund, if any, will carry interest @ 15% p.a. If the allotment letters / refund orders have not been dispatched to the applicants within 2 working days from the date of basis of allotment. Refund will be made by cheques/pay orders/demand drafts (only in case of applications not accompanied by Stock Invest) and will be dispatched to the applicant’s address at the applicant’s risk. Such cheques or pay orders or demand drafts will be payable at par at all the centres where the application were accepted (subject to the regulations of RBI in the regard). In case of joint applications, refund orders, if any, will be made out in the first applicant’s name and all communications will be addressed to the person whose name appears first on the application form.

    BANK DETAILS OF THE APPLICANT

    To prevent fraudulent encashment of refund orders by third party, the applicants are advised to indicate the name of their bank branch and the savings / current account number in the application form. In case of refund, the refund order will indicate these details after the name of the payee and the refund orders will be dispatched directly to the payee’s address. Applications without this information is considered incomplete and are liable to be rejected. The applicants should write the application number and name of the sole / first applicant on the reverse of the Cheque / Demand Draft / Stock Invest.

    DEPOSITORY OPTION TO INVESTORS:

    An application will be made to National Security Depository Limited (NSDL) or Central Depository Services Limited (CDSL) for offering the depository options to the stock investors.

      1. A tripartite agreement each would be signed between SAVEN TECHNOLOGIES LIMITED, registrars to the issue and NSDL or CDSL for offering the depository option to the investors.
      2. The investor has an option to seek allotment of equity shares either in electronic or physical mode.
    3. Such an option if exercised should be indicated in the relevant blocks in the share application form itself.

    4. Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications.

    5. Investors who wish to apply equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to the allotment.

    6. The applicant’s name in the depository instruction section in the application form should be the same as appearing in his or it’s beneficiary account. In case of Joint applicants, in addition to the name , the sequence of the names in the application form and the beneficiary account should be the same.

    7.Allotment Advice/Refund Orders will be directly sent to the investors by the Registrars.
    1. If incomplete / incorrect investor depository account details are given in the Application form, physical equity shares will be allocated to the investors. responsibility for correctness of applicant’s demographic details given in the Share Application Form vis-à-vis, his or her or its Depository Participant, would rest with the investor.
    2. Shares in electronic form can be traded only on Stock Exchanges having electronic connectivity with the NSDL or CDSL.
    10.In case of partial allotment, allotment will be done in demat option for the shares sought in

    demat and balance, if any, will be allotted in physical shares.

    1. Investors can trade in Securities of the company in dematerialised form only.
    TAX BENEFITS

    The Company has been advised by its Auditors, M/s Rambabu & Co., Chartered Accountants, vide their letter dated 27.07.2000,that according to the current provisions of the Income Tax Act, 1961 and the existing applicable tax laws for the time being in force, the following tax benefits, inter-alia, will be available to the Company and to the members of the Company:

    1. To the Company
    1. Under the Income Tax Act, 1961
    The Company in accordance with and subject to the condition laid down in Section 10B of the Income Tax Act, 1961, the Profit & Gains derived from 100% Export Oriented Undertaking (100% EOU registered with STP) shall be exempt from Income Tax for ten consecutive assessment years as stated in the said provisions.

    The Company will be entitled to amortise certain specified preliminary expenses (including expenses incurred for the issue of shares) over a period of five successive years, subject to the limits and conditions laid down in the Section 35D of the Income Tax Act, 1961.

      1. Subject to the compliance with certain conditions laid down in Section 80 HHE of the Income Tax Act, 1961, the company will be entitled to the tax exemption in respect of profit derived from the export of software or from providing technical services outside India in connection with the development or production of computer software.
      2. Under the provisions of Section 112 of the Income Tax Act, 1961 long term capital gain would be charged to tax @ 20%
      3. As per the provision of Section 10(33) of the Income Tax Act, 1961, dividend referred to in Section 115(O) of this Act received by the Company will be exempt from Income Tax.
    1. Under the Customs Act, 1962
        1. The Company is licensed under Customs Act, 1962 to warehouse capital goods and other required items as permitted for a unit covered under Software Technology Park Scheme as per the letter issued by the Director, S.T.P.I – Hyderabad, without payment of duties on the first importation thereof subject to the conditions prescribed therein.
    1. To the Members of the Company (Resident Indian Members)
    1. Under the Income Tax Act, 1961
          1. Dividend received from the Company will be exempt from Income Tax in the hands of the shareholders as per the provision of Section 10(33) of the Income Tax Act, 1961.
        1. No Income Tax will be deducted at source under the provision of Section 194 of the Income Tax Act, 1961 by the Company from the dividends distributed by it to its shareholders.
        2. Under the provision of Section 112 of the Income Tax Act, 1961 with effect from 1st April, 2000 the tax on capital gains arising on transfer of listed shares held for a period of at least twelve months (hereinafter referred to as long term capital gains) will be lower of 20% of Capital Gains (Computed with indexation benefits) or 10% of capital gains (Computed without indexation benefits)
        3. In accordance with and subject to the conditions and to the extent specified in Section 54 EC of the Income Tax Act, 1961, the shareholders also 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 Un-divided family, in accordance with and subject to the conditions and to the extent specified in Section 54 F of the Income Tax Act, 1961, the shareholders would be entitled to exemption from long-term capital gains on sale of their shares in the Company.
    1. Under Wealth Tax Act, 1957

    2. In accordance with the Wealth Tax Act, 1957, the value of shares held in the Company would be totally free from Wealth Tax.

    3. Under Gift Tax Act, 1958
    Effective from 1st October 1998, no gift tax shall be levied on gift of shares of the Company.
     
     
    1. Non-Resident Shareholders
    1. The Equity Share Holder being a Non-Resident Indian will be entitled to receive dividend without deduction of tax at source under Section 115 O of the Income Tax Act, 1961.
    2. A Non-Resident Indian has an option to be governed by the provision of chapter XII A of the Income Tax Act, 1961 according to which:
          1. The Tax payable by him on his specified investment Income excluding income by way of dividends on shares under Section 115 ) of the Income Tax Act, 1961, in the Company acquired by him out of convertible foreign exchange on long term capital gain are taxable as follows:
      1. Income from Foreign Exchange Assets 20% under Section 115 E of the Income Tax, 1961.
      2. Long Term Capital Gains 10% under Section 115 E of the Income Tax Act, 1961.
          1. Under Section 115 F of the Income Tax Act, 1961, long term capital gains arising on sale of shares in the Company acquired out of convertible foreign exchange, shall be exempt from Income Tax, if the net sale consideration is re-invested in specified assets with in six months of the date of transfer. If only part of the net consideration is so reinvested the exemption shall be given proportionately. The amount so exempted shall be chargeable to tax subsequently if the specified assets are transferred or converted within three years from the date of their acquisition.
          2. Under Section 115 G of the Income Tax Act, 1961, it shall not be necessary for a non-resident Indian to furnish his return of Income of his only source of Income is investment income or long-term capital gain or both, provided tax at source has been deducted from such income.
          3. Under Section 115 H of the Income Tax Act, 1961, where a person who is a Non-resident Indian in a previous year becomes absent as resident in India in respect of the total income of a subsequent year. He has to furnish to the Income Tax Officer under Section 139 of the aforesaid Act for the assessment year for which he is so assessable to the effect that special provision under Section 115 I of the Income Tax Act, 1961, shall continue to apply to him in relation to the investment income desired from the foreign exchange asset being an asset of the nature referred to in sub-clause (ii) to (v) of the said chapter shall continue to apply to him in relation to the assessment year and for every subsequent assessment year until the transfer of conversion (other than by transfer) in to many of such assets.
    1. Under Wealth tax Act, 1957

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

    3. Under the Gift Tax Act, 1958
    With effect from 1st October, 1998, no gift tax shall be levied on gift of the shares of the Company.
     
     

    IV. PARTICULARS OF THE ISSUE

    OBJECTS OF THE ISSUE

    The present issue of equity shares is being made

            1. To expand existing Software Development facilities.
            2. To finance the cost of enhancing infrastructure facilities of the Company.
            3. To establish Joint Ventures in USA and UK.
            4. To augment working capital resources.

            5. 5. To meet the expenses of the Issue.

              6. To list the equity shares on the Stock exchanges.

              COST OF THE PROJECT AND MEANS OF FINANCE

              The cost of expansion of the project as envisaged by the company is given below. The cost of the project, for which the funds are being raised, have not been appraised by any bank or financial institution. In the absence of financial participation by any bank or financial institution in the project the deployment and monitoring of funds raised through this issue is left entirely to the discretion of the Company’s Management.

              I. COST OF THE PROJECT

              The total cost of the project has been estimated at Rs.758.94 Lakhs by the Company, the details of which are as follows:

              (Rs. Lakhs)
               
              Particulars
              Proposed 

              Cost

              Establishment of Joint venture Company in USA 
              189.00
              Establishment of Joint venture Company in UK
              35.00
              Establishment of Overseas offices in UK
              35.00
              Establishment of Wireless Development Center at Hyderabad
              93.51
              Expansion of Java Training Center
              73.76
              Plant & Machinery for existing facilities
              131.09
              Furniture & Fixtures for existing facilities
              18.71
              Public Issue Expenses
              35.00
              Working Capital 
              147.87
              TOTAL
              758.94

              II. MEANS OF FINANCE

              (Rs. Lakhs)
               
              Particulars
               
              Promoter, Friends, Relatives & Other Associates

              Public Issue to India Public 

              Share Premium 

              Saven Employees Foundation Trust 

              189.47

              360.00

              189.47

              20.00

              TOTAL
              758.94

              Sources and Deployment of Funds

              A detailed schedule of the sources and deployment of funds as on 31.07.2000 as per M/s Rambabu & Co., Statutory Auditors Certificate dated 07.09.2000 is as under:-

              Sources of Funds

              (Rs. In Lakhs)
               
              Share Capital *
              640.98
              Reserves & Surplus
              49.29
              Share Premium
              189.47
              Total
              879.74

              Deployment of Funds

              (Rs. In Lakhs)
               
              Hardware
              54.32
              Software
              12.68
              Air Conditioners
              36.16
              Furniture
              73.63
              Electrical Fittings
              19.37
              Other Assets
              7.80
              Investments in US Joint Venture
              32.27
              Advances for capital items
              19.90
              Loan to Saven Employees Foundation Trust
              20.05
              Others Advances
              30.13
              Deposits(Rental,Telephone,electricity,etc.,)
              14.00
              Deposits with Others
              181.00
              Interest Receivable
              7.51
              SoftwareDevelopment(Wireless Division)
              34.32
              Cash in Hand & at Bank
              34.96
              Preliminary Expenses 
              7.48
              Advance for Public issue Exp
              1.00
              Working Capital
              293.16
              Total
              879.74

              * Share capital includes capitalization of reserves to the extent of Rs.177.68 lakhs.

              BUY BACK/STANDBY ARRANGEMENT

              No buy back or standby or similar arrangement have been made for purchase of equity shares offered through this offer document by the Promoter, Directors and Lead Managers to the issue.

              V. COMPANY MANAGEMENT, PRESENT BUSINESS AND PROJECT.

              HISTORY AND BUSINESS OF THE COMPANY

              Saven Technologies Ltd formerly Pennar Infotech Ltd was incorporated on May 10, 1993. The company was originally promoted by Mr.Vijay N. Rao and co-promoted by Pennar group. Mr.Vijay N Rao, an IT professional was the first Managing Director of the Company. After his resignation from the Board Effective from May 31,1998 with a view to start his independent business. Pennar group looked out for a new entrepreneur with IT background. In this process Mr. Sreedhar Chelikani, and his associates were identified, who took over the management of the company. Subsequently the company’s name was changed to SAVEN TECHNOLOGIES LIMITED w.e.f February 4, 2000 and the nominees of Pennar group, relinquished their Directorships of the company.

              MAIN OBJECTS OF THE COMPANY

              The main objects of the Company as stated in Memorandum of Association are:-

              1. To render consultancy and services in the fields of Information Technology, Computer sciences, Data Processing, Computer Systems and Software, Operations Research and Management Sciences, in India and Abroad, and to act as dealers, distributors, authorised representatives for such services in India and Abroad.
              2. To carry on the business of design, development, manufacture and trade of all types of Computer Software, which include CAD/CAM, Data communications, Office Automation, Artificial Intelligence, Simulation, Modeling, Bio Medical Computing, Image Processing, Software Engineering, Operating Systems, Computer Graphics including multimedia, Business Information processing, Computer Science Education, Computers in Education and all other fields related to computers.
              3. To carry on the business of research, design, development, manufacture and trade of Computer hardware, and peripheral equipment like printers, tape drives, disk drives, floppy disk drives, CRT’s, Modems, all kinds of Communication equipment, and any other electrical and electronic items.
              4. To manufacture, buy, sell, export, import, deal in, assemble, fit, repair, maintain, convert, overhaul, alter and improve all types of Computers and electronic and test equipment, all sorts of Computer Peripherals, Devices, Data Communication Equipment, Broadcast, Telecast, Relay and Reception Equipment, and other equipment used in Audio and visual communications, Satellite Communications, Satellite Earth Stations etc.
              5. To carry on the business of Education and Training, and to conduct seminars, Work-shops, Short Term and Long Term courses in Computer Sciences Information Technology, Engineering Sciences, Management Sciences and Social Sciences and to promote educational institutions to impart such training in India and abroad.
    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 for the present issue and also the activities which the company has been carrying on.

    Present Business of the company:

    The company is mainly engaged in the field of software development, consultancy and training.

    During the year 1998-99, in line with the Company’s vision on object oriented programming, it setup a Sun Authorized Java Training Center and trained over 400 professionals until now. The Company entered into Joint Ventures in USA and UK to address the increasing share of on-site projects to be executed at client’s site. Saven has executed several offshore projects in Visual Basic, C++, VC++, Smalltalk and Java. Saven has so far concentrated on Smalltalk, Java and Professional On-Site Services.

    Saven with qualified professional manpower in object oriented programming, MS, Distributed Computing Technologies is focusing on E-Services:– the financial Sector; Web Enabled Business and Embedded Technologies in wireless applications. The emphasis will be on various wireless applications in Software development and on mobile commerce, Object Oriented Distributed Computing Technology Solutions / Product Development and R&D. The Company is thus focusing on the spectrum of businesses ranging from E-Business, Object Oriented and Distributed Computing to Embedded Technologies.

    Saven decided to pursue Object technology, as it is the enabling technology for a new generation of adaptive software systems. This provided the initial thrust to Saven’s efforts. Smalltalk – a pure Object Oriented Language and related technologies were chosen as the vehicle after evaluating other alternatives.

    Saven is one of the contributors from India providing Object Technology trained professionals. Saven institutionalized its object technology competence and as the technologies evolved, Saven associated with Sun Microsystems for training in Java related technologies. Saven has also achieved the status of Microsoft Solution Provider basing on its expertise in Visual Basic and its Object orientation with COM and DCOM. The experience attained helped Saven to identify its thrust areas as Object Technology with focus on distributed computing technologies at its core.
     
     

    Saven Technologies has now decided to expand its operations by setting up Software Development Centers in USA and UK. The Offshore Development Center at Hyderabad is being upgraded by infusing state-of-the-art infrastructure.

    The Joint Venture in USA will primarily focus on E-Commerce Application products in Finance and Trading. The company is in the process of discussions with some companies to implement E- Commerce applications for them.

    Past Financial performance of the Company

    (Rs in Lakhs)
     
    PARTICULARS
    Year ended

    31.03.1996

    Year ended

    31.03.1997