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

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

Registered Office: 1^st 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.


(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.

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


(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.

3. (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.


(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.

4. (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.


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

the demand.

5. (RF) The percentage share holding of the promoter Mr. Sridhar Chelikani in the company is

capital.

EXTERNAL

1. (RF) The Industry is prone to high risk of technological obsolescence.

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.

4. (RF) Any adverse changes in the Government fiscal policies may affect the performance and

(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.

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

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

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

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

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;

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.

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.

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."

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 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


of closure of the public issue.

2. It shall pay interest at the rate of 15% p.a. if the allotment has not been made and refund

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

1^st 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

1^st 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.)
Authorised Capital 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 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 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

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.

10. 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.
11. Commitment of issue of shares in future:


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.

12. No single applicant can make an application for number of securities which exceeds the net offer to the public.
13. 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 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

10. 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.

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. 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.

4. 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).
5. 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.
6. 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.
7. 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.
8. Application forms should not be sent to the Company or to the Lead Managers.
9. 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.
10. 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.

11. 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.
12. 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.
13. 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.
14. 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.
15. For further instructions, please read the Application Form carefully.

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.

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.

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.

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

11. Investors can trade in Securities of the company in dematerialised form only.

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 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 1^st 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.

1. Under Wealth Tax Act, 1957


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

2. Under Gift Tax Act, 1958

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


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

2. Under the Gift Tax Act, 1958

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. 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.

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	Year ended 31.03.1998	Year ended 31.03.1999	Year ended 31.03.2000
a. Of the products manufactured by the Company	0.00	0.00	0.00	0.00	0.00
b. Of the products traded in by the Company	13.79	163.82	381.53	307.56	695.44
c. Other Income	4.28	1.10	0.29	3.06	14.23
Total Income	18.07	164.92	381.82	310.62	709.67
Total Expenditure	45.02	150.65	344.77	230.57	608.95
Profit / (Loss) Before Tax & extra ordinary items	(26.95)	14.27	37.05	80.05	100.72
Taxation	0.00	0.00	0.67	0.00	0.00
Net Profit/(Loss) before Extra ordinary item	(26.95)	14.27	36.38	80.05	100.72
Extra ordinary item	0.00	0.00	3.28	0.12	14.69
Net Profit after extra ordinary	(26.95)	14.27	39.66	80.17	115.41
Dividends (including Tax)	0.00	0.00	0.00	0.00	12.81
Share Capital	83.99	116.43	116.43	116.43	253.83
Share Application Money	32.45	5.00	5.38	0.38	0.00
Reserves (Net of Revaluation Reserves & Miscellaneous Expenses)	(27.27)	(94.05)	19.49	100.62	209.92
Net Worth	89.17	27.38	141.30	217.43	463.75
EPS	0.00	1.23	3.41	6.89	4.55
Return On Networth	--	52.12	28.07	36.87	24.89

SUBSIDIARY(IES) OF THE COMPANY:

The company does not have any subsidiary.

PROMOTER AND HIS BACKGROUND

The promoter of the Company is Mr. Sridhar Chelikani. Mr. Sridhar Chelikani, aged about 30 years has a B. Tech. in Mechanical Engineering from JNT University India, an M. S. in Mechanical Engineering from Indian Institute of Science, Bangalore and an MBA from the University of Illinois, Urbana-Champaign, USA. With over 6 years of experience in Information Technology Industry and as President and CEO of Saven Technologies Inc. USA, Mr. Sridhar Chelikani is well versed with technologies on Real Time Decision Support Systems in Finance and Trading and he has extensively worked in the area of Risk Management for Commodity Trading. His area of specialisation is Advanced Trading for Floor Technology and has Developed Systems Architecture and implemented systems for Chicago Mercantile Exchange. Prior to that he was involved in Risk Management Asset Allocation with MC Baldwin Financial Company, Chicago. He was instrumental in designing algorithms and software solutions to meet the real time demands of the clients.

MANAGEMENT AND KEY MANAGERIAL PERSONNEL:

Profile of the Directors other than the promoter:-

Mr. C. Prakash Reddy, Whole time Director, aged about 45 years is a Mechanical Engineer and has a Master degree in Management and Systems from Indian Institute of Technology, Delhi. He has over 20 years of experience in marketing, production and administration of various segments of business. He has worked in organisations like State Trading Corporation of India Ltd and ITW Signode.

Mr. Simon Mathews, Director,aged about 67 years, has done his B.Com, M.A. and L.L.B from the Calcutta University. He is a member of Chartered Institute of secretaries & Administrators, London and The Institute of Company Secretaries of India, New Delhi. He is a corporate counsel advising a number of companies in Hyderabad. He was associated with Multinational Companies and Indian Companies for approximately three decades and held senior positions in these Companies.

Mr. M. Prabhakar Reddy, Director,aged about 45 years has done his B.Tech in Mechanical engineering, M.Tech in Production engineering and M.S. in Computer Science. He has over 20 years of experience and has worked with Motorola Incorporation, USA for 18 years.

Mr. T.N.J.Raman, Director,aged about 70 years is B.A.(Hons) in Economics from Delhi University and has done his post-graduate diploma in personnel Management & Social work from Calcutta University. He has over 30 years of experience in personnel management and manpower development. He occupied various positions in ITC, Lipton, Jenson & Nicholson (India) Ltd., Aluminium Industries Ltd and Union Carbide Ltd.

Mr. Dhari Al-Roomi, Director, aged about 27, is a businessman. He has masters degree in Business Administration. He is the promoter of Fourth Dimension software (Kuwait), a software company engaged in software development in the middle east. He has about 5 years of experience in this field.

Mr. John Oliver Brady, Director, is aged about 37 years has a Bachelor’s Degree in Science. He is the President and CEO of Limelight Technologies Incorporated, USA, specialising in Agriculture Domain of Information Technology Business. He is also associated with 2ask.com as president and CEO and Amity soft as Director. He has diverse experience in information Technology for about 15 years, by working with major information Technology Companies.

Mr. Clive Menhenick , Director, aged about 47, is B.Sc. (Hons), and is the Founder director of Trireme International Limited, UK. Trireme specialises in Object Technology Consultancy.

KEY MANAGERIAL PERSONNEL:

The following are the key managerial personnel employed in the company:
 

SlNo	Name of the Employee	Date of joining	Qualifica Tion	Last Employed at	Total Experience
1	Mr. Samad Noorus	01.01.2000	M. Tech.	Nagarjuna Steels Ltd.	20 years
2	Mr. Rama Krishna	22.06.2000	B. Tech.	WIPRO Ltd	15 years
3	Mr. Shiben Kumar Guha	02.05.2000	B. Tech (E&C)	Optimal Systems	6years& 7 months
4	Mr. M. Narasimham	02.05.2000	B.Tech (E&C)	PragmaTechnicalSolutions Ltd	5 years
5	Mr. Anand Patwari	14.05.1997	MCA	---	3years&4 months
6	Mr. T. Raghava	18.05.1999	B.Tech (Comp. Sc.)	Shantha Biotechnics (P) Ltd	3 years
7	Mr. A. Janardhana Rao	14.02.2000	MCA	Altech Systems	3 years
8	Mr. D. Jaganath	26.05.2000	B.E. (Mech.)	Trilogy Data Warehouse Solutions (P) Ltd.	3 years
9	Mr. B. Pandiyarajan	03.01.2000	B.Tech.(Production)	Innovative Software Exports Ltd.	2years & 9 months
10	Mr. V. S. R. Murthy	16.01.1999	MCA	Think Software & Services Ltd.	2years &8months
11	Mr. K. V. V. Surya narayana	20.05.1999	M.Sc. (Elec.)	PragmaTechnical Solutions Ltd	2years &7 months
12	Mr. V. Giridhar	08.12.2000	M. Sc.	Indigo Systems	2 years
13	Mr.A.Lakshminarayana	03.12.2000	B.Tech. (E&C)	Sphinx solutions Pvt Ltd	2 years
14	Mr.T.Sivanarayana Reddy	03.01.2000	B.Tech. (Comp.)	Glare Software solutions Pvt Ltd	2 years
15	Mr. K. Palavelli	01.12.1998	B.Tech (Comp.Sc.)	---	1 year& 10 months
16	Mr. Madhu Kumar Ch.	14.12.1998	M. Tech.	---	1year & 9 months
17	Mr.T.Uma Maheshwar Rao	19.04.1999	B.E. (E&C)	---	1 years & 5 months
18	Mr. M. Sridhar	14.02.2000	M. Sc.	Stanford Solutions Integrated (P) Ltd.	1year & 3 months
19	Mr.Y.Naveen Kumar	07.10.1999	B.Tech.(Production)	---	1 year
20	Mr. C. Vinay Anand	13.12.1999	B.Tech. (Mech.)	---	9 months
21	Mr. M. Maheshwar Reddy	13.02.2000	B.Tech. (Comp.)	Kashyap Radiant Systems Ltd.	7 months

DETAILS OF FIRMS, COMPANIES/VENTURES PROMOTED BY THE PROMOTER:

The Promoter Mr. Sridhar Chelikani alongwith his Associates has promoted Saven Technologies Inc (STI) on December 3, 1998 in the State of Delaware, USA. As on April 15, 2000( being the date of share holders agreement entered between Sridhar Chelikani & Associates, STI & Saven Technologies Limited), the company has an Issued, Subscribed and Paid up capital of 110,000 US Dollars, all held by its promoters Sridhar Chelikani and Associates. The company is engaged in Software development and other allied activities.

COMPANIES UNDER THE SAME MANAGEMENT U/S. 370 (1B) OF THE COMPANIES ACT, 1956.

There are no companies under the same management within the meaning of Section 370 (1B) of the Act.

LITIGATIONS/DEFAULTS/DISPUTES:

1. None of the Promoter / Directors have violated the provisions of the Companies Act, 1956 or been suspended by SEBI or have had any disciplinary action initiated by SEBI.
2. None of the Promoter/Directors of the Company have resigned from any company or partnership firm or other ventures within a period of one year.
3. There is no pending litigation against any of the Promoter / Directors in their personal capacity.
4. None of the Promoter / Directors are signatories to the Memorandum of Association of any other company except as mentioned elsewhere in the prospectus.
5. No prosecution has been launched or was pending against the Company, the Promoter or Directors. None of the Promoter / Directors have compounded taxes in the past.

The Registered office of the company is situated at 1^st floor, Saptagiri Towers, Begumpet , Hyderabad. The company is presently operating from this Premises admeasuring 12,990 Sft.

The said premises was taken on Lease from C.H.Narayana and 5 others(Co-owners of the property) vide their agreement dated 13 June, 2000 with the under mentioned terms and conditions and some other general terms and conditions:

Lease Period: From 01.03.2000 to 31.12.2003.

Monthly rent at the rate of Rs.2,00,046 for the first 9 months and with 10% increase thereafter for every year.

The Lessee to give four months advance notice before vacating the Premises

The company has also taken on Lease an office space admeasuring 1800 Sft super built up area at 304, Saptagiri towers,Begumpet from C.H.Narayana and 5 others(Co-owners of the property) vide their agreement dated 13 June, 2000 with the under mentioned terms and conditions and some other general terms and conditions:

Lease Period: From 01.06.2000 to 31.12.2003.

Monthly rent at the rate of Rs.28,800 for the first 7 months and Rs.30600 for the next year with 10% increase thereafter for every year.

The Lessee to give four months advance notice before vacating the Premises

Wireless Development Center, Hyderabad

The company is now working in the area of wireless applications and is developing software for mobile phone dialing, voice synthesis and activation. The new area of Wireless Application protocol (WAP )is the key area for the company, and it plans to develop mobile commerce applications as products and service modules to content providers or phone manufacturers. Towards this end the company has earmarked Rs.93.51 lakhs in the project cost towards Furniture & Fixtures and Hardware & Software. The details of the same are enumerated here under:-

Furniture & Fixtures
 

Description	Supplier, Place, (Date Of Quotation /P.O.)	Qty.	Rate	Amount (Rs.)
Interiors	Kraftwerk, Hyd, vide work order dated 23.05.2000)	1	6,79,175.00	6,79,175.00
Chairs – PCH6001A	Swastik Marketing, Hyd vide quotation dated 07.07.2000)	4	8,026.31	3,21,05.24
Chairs – PCH6002A	Swastik Marketing, Hyd vide quotation dated 07.07.2000)	26	7,418.26	1,92,874.76
Blue Star AC 8.3 TR Ductable Split	Air Control Engineers,Hyd vide quotation dated 31.05.2000	1	2,10,000.00	2,10,000.00
Fire Alarm Detection System	Eureka Forbes, Hyd vide quotation dated 08.07.2000	1	52,570.00	52,570.00
Proximity Based Application Control System	Eureka Forbes, Hyd vide Purchase order dated 08.07.2000	1	67,950.00	67,950.00
Application Cards	Eureka Forbes, Hyd vide quotation dated 08.07.2000	28	290.00	8,120.00
TOTAL				12,42,795.00

Hardware & Software
 

Description	Supplier, Place, (Date Of Quotation /P.O.)	Qty.	Rate	Amount (Rs.)
Polycom EX Audio Conferencing Equipt.	Godrej, Hyd vide quotation dated 07.07.2000	1	72,000.00	72,000.00
Polycom MP Video Conferencing Equipt.	Godrej, Hyd, vide quotation dated 10.07.2000	1	4,00,200.00	4,00,200.00
HP6L Gold Laserjet Printer	SP Software, Hyd vide quotation dated 07.07.2000	1	19,750.00	19,750.00
HP Deskjet Printer 810C	SP Software, Hyd vide quotation dated 07.07.2000	2	8,800.00	17,600.00
2002 Deskside Strip Cut Paper Shredder	Swastik Marketing, Hyd vide quotation dated 10.07.2000	1	15,108.00	15,108.00
IBM PC 300GL Desktops	Pentasoft, Hyd, vide quotation dated 02.07.2000	35	58,000.00	20,30,000.00
IBM NetInfinity 5100 NT Server	Pentasoft, Hyd, vide quotation dated 02.07.2000	1	2,50,000.00	2,50,000.00
Networking / Cabling	Data Care, Hyd vide work order dated 08.07.2000	1	1,15,224.00	1,15,224.00
IBM Thinkpad A20 Laptop	Pentasoft, Hyd, vide quotation dated 02.07.2000	3	1,78,000.00	5,34,000.00
UPS 10 kva	DB Electronics, Hyd vide quotation dated 12.07.2000	1	2,20,000.00	2,20,000.00
Ms BackOffice Svr(5 Client)	SP Software, Hyd vide quotation dated 07.07.2000	1	95,000.00	95,000.00
MS Office 2000 Professional	SP Software, Hyd vide quotation dated 07.07.2000	1	17,500.00	17,500.00
Ms Office2000 Lic.	SP Software, Hyd vide quotation dated 07.07.2000	35	12,900.00	4,51,500.00
Ms Visual Studio Enterprise	SP Software, Hyd vide quotation dated 07.07.2000	1	54,500.00	54,500.00
Ms Visual Studio Client License	SP Software, Hyd vide quotation dated 07.07.2000	35	39,000.00	13,65,000.00
Oracle 8I Svr. For Win Nt (5 User)	SP Software, Hyd vide quotation dated 07.07.2000	1	24,500.00	24,500.00
Oracle 8I Svr .Lic	SP Software, Hyd vide quotation dated 07.07.2000	35	4,900.00	1,71,500.00
Ms Sql Svr 7.0 Client Application License	SP Software, Hyd vide quotation dated 07.07.2000	35	47,000.00	16,45,000.00
Norton Gold 2000 Lic.	SP Software, Hyd vide quotation dated 07.07.2000	35	1,800.00	63,000.00
Miscellaneous Software includes Netscape iplanet webserver MS site server commerce Oracle forms/reports Adobe publicity collection	SP Software, Hyd vide quotation dated 07.07.2000	1	5,20,000.00	5,20,000.00
Web Tools And Utilities	SP Software, Hyd vide quotation dated 07.07.2000	1	27,000.00	27,000.00
TOTAL				81,08,382.00

ENHANCEMENT OF EXISTING FACILITIES:

The company has earmarked Rs18.71 lakhs towards Furniture and Fixture and Rs 131.09 lakhs towards purchase of Hardware and software to enhance the existing facilities for software development . The break of the same is as under:-

Plant & Machinery for existing Facilities
 

Description	Supplier, Place, (Date Of Quotation /P.O.)	Qty.	Rate	Amount (Rs.)
IBM PC 300GL Desktops	Pentasoft, Hyd, vide quotation dated 02.07.2000	70	58,000.00	40,60,000.00
Davis DLX 650 Multimedia Projector	Godrej, Hyd, vide quotation dated 10.07.2000	1	2,76,300.00	2,76,300.00
Panasonic KXFT37 Fax	Orion Enterprises, Hyd vide quotation dated 13.07.2000	2	21,753.00	43,506.00
HP Scanjet 5200C Scanner	SP Software, Hyd vide quotation dated 07.07.2000	1	13,900.00	13,900.00
Digital Photo Copier 2835	Godrej, Hyd vide quotation dated 12.07.2000	1	1,85,822.55	1,85,822.55
EPABX Hicom 150E Officecom	Siemens, Germany, Purchased order dated 14.04.2000	1	2,03,282.00	2,03,282.00
UPS 10 kva	DB Electronics, Hyd vide quotation dated 12.07.2000	1	2,20,000.00	2,20,000.00
Networking / Cabling	Data Care, Hyd vide work order dated 21.07.2000	1	4,37,050.00	4,37,050.00
Network Laser Printer	Godrej, Hyd vide quotation dated 12.07.2000	1	58,652.55	58,652.55
Ms BackOffice Svr(5 Client)	SP Software, Hyd vide quotation dated 07.07.2000	1	95,000.00	95,000.00
MS Office 2000 Professional	SP Software, Hyd vide quotation dated 07.07.2000	1	17,500.00	17,500.00
Ms Office2000 Lic.	SP Software, Hyd vide quotation dated 07.07.2000	70	12,900.00	9,03,000.00
Ms Visual Studio Enterprise	SP Software, Hyd vide quotation dated 07.07.2000	1	54,500.00	54,500.00
Ms Visual Studio Client License	SP Software, Hyd vide quotation dated 07.07.2000	70	39,000.00	27,30,000.00
Oracle 8I Svr. For Win Nt (5 User)	SP Software, Hyd vide quotation dated 07.07.2000	1	24,500.00	24,500.00
Oracle 8I Svr .Lic	SP Software, Hyd vide quotation dated 07.07.2000	70	4,900.00	3,43,000.00
Ms Sql Svr 7.0 Client Application License	SP Software, Hyd vide quotation dated 07.07.2000	70	47,000.00	32,90,000.00
Norton Gold 2000 Lic.	SP Software, Hyd vide quotation dated 07.07.2000	70	1,800.00	1,26,000.00
Web Tools And Utilities	SP Software, Hyd vide quotation dated 07.07.2000	1	27,000.00	27,000.00
TOTAL

Furniture & Fixtures for existing facilities
 

Description	Supplier, Place, (Date Of Quotation /P.O.)	Qty.	Rate	Amount (Rs.)
Lateral Filing Cabinet (4 drawer) 3 Feet	Swastik Marketing, Hyd vide quotation dated 07.07.2000	5	15,912.96	79,564.80
File Suspension Pockets	Godrej, Hyd vide quotation dated 10.07.2000	600	20.22	12,132.00
Godrej Storewel	Swastik Marketing, Hyd vide quotation dated 11.07.2000	1	7,785.12	7,785.12
Premium Coffer	Swastik Marketing, Hyd vide quotation dated 11.07.2000	1	4,032.00	4,032.00
Generator(80Kw / 100 Kva), Cummins-NT495	Powerica, Hyd vide quotation dated 23.05.2000	1	3,87,632.00	3,87,632.00
Electrical Cabling, Switches, Power Distribution Box	Kraftwerk, Hyd, vide quotation dated 23.05.2000	-	94000.00	94000.00
Interiors	Kraftwerk, Hyd, vide quotation dated 23.05.2000	1	6,70,425.00	6,70,425.00
Chairs – PCH6001A	Swastik Marketing, Hyd vide quotation dated 07.07.2000	1	8,026.31	8,026.31
Chairs – PCH6002A	Swastik Marketing, Hyd vide quotation dated 07.07.2000	70	7,418.26	5,19,278.20
Proximity Based Application Control System	Eureka Forbes, Hyd vide purchase order dated 08.07.2000	1	67,950.00	67,950.00
Application Cards	Eureka Forbes, Hyd vide quotation dated 08.07.2000	70	290.00	20,300.00
TOTAL

Java Training Center

The company is a Authorised Java Training Provider for Sun Microsystems Pte. Ltd .The company has entered into an agreement dated May 12,1999 with Sun Microsystems Pte. Ltd.

The agreement contains certain general terms and conditions under which the STL will impart Java Courses developed by Enterprise services to its customers using the Enterprise Training material.

The term of the agreement is from September 24 1998 to September 23 1999 and shall automatically renew for successive one year period(s) thereafter until terminated in accordance with termination clause of the agreement. The agreement is in operational terms till date.

The company has plans for the expansion of the Java Training centre and has envisaged a total outlay of Rs.73.76 lakhs towards this purpose in the project cost. The details of the same are as under:-

The company has earmarked Rs.6.58 lakhs for furniture and fixtures and Rs. 67.18 lakhs towards purchase of hardware and software for the java training centre out of Rs.73.76 lakhs. The company has already obtained quotations towards this purpose and Purchase orders have been Placed for some of the items. The break up of the expenditure to be incurred is as under:-

Furniture & Fixtures
 

Description	Supplier, Place and  Purchase Order /quotation dated	Qty.	Rate	Amount (Rs.)
Access Cards	Eureka Forbes, Hyd vide Purchase order dated 08.07.2000	16	290.00	4,640.00
Chairs – PCH6001A	Swastik Marketing, Hyd vide quotation dated 07.07.2000	1	8,026.31	8,026.31
Chairs – PCH5002T	Swastik Marketing, Hyd vide quotation dated 07.07.2000	32	3587.7	1,14,806.40
Interiors	Kraftwerk, Hyd, vide purchase order dated 23.05.2000	1	5,30,977.29	5,30,977.29
TOTAL				6,58,450.00

Hardware & Software
 

Description	Supplier, Place, (Date Of Quotation /P.O.)	Qty.	Rate	Amount (Rs.)
HP6L Gold Laserjet Printer	SP Software, Hyd vide quotation dated 07.07.2000	1	19,750.00	19,750.00
IBM NetInfinity 5100 NT Server	Pentasoft, Hyd, vide quotation dated 02.07.2000	1	2,50,000.00	2,50,000.00
HP Deskjet Printer 810C	SP Software, Hyd vide quotation dated 07.07.2000	1	8,800.00	8,800.00
IBM PC 300GL Desktops	Pentasoft, Hyd, vide quotation dated 02.07.2000	35	58,000.00	20,30,000.00
Davis DLX 650 Multimedia Projector	Godrej, Hyd, vide quotation dated 10.07.2000	1	2,74,500.00	2,74,500.00
UPS 10 kva	DB Electronics, Hyd vide quotation dated 12.07.2000	1	2,20,000.00	2,20,000.00
Ms BackOffice Svr(5 Client)	SP Software, Hyd vide quotation dated 07.07.2000	1	95,000.00	95,000.00
MS Office 2000 Professional	SP Software, Hyd vide quotation dated 07.07.2000	1	17,500.00	17,500.00
Ms Office2000 Lic.	SP Software, Hyd vide quotation dated 07.07.2000	35	12,900.00	4,51,500.00
Ms Visual Studio Enterprise	SP Software, Hyd vide quotation dated 07.07.2000	1	54,500.00	54,500.00
Ms Visual Studio Client License	SP Software, Hyd vide quotation dated 07.07.2000	35	39,000.00	13,65,000.00
Oracle 8I Svr. For Win Nt (5 User)	SP Software, Hyd vide quotation dated 07.07.2000	1	24,500.00	24,500.00
Oracle 8I Svr .Lic	SP Software, Hyd vide quotation dated 07.07.2000	35	4,900.00	1,71,500.00
Ms Sql Svr 7.0 Client Application License	SP Software, Hyd vide quotation dated 07.07.2000	35	47,000.00	16,45,000.00
Norton Gold 2000 Lic. Web Tools And Utilities	SP Software, Hyd vide quotation dated 07.07.2000 SP Software, Hyd vide quotation dated 07.07.2000	35 1	1,800.00 27,000.00	63,000.00 27,000.00
TOTAL

 
 
 
 
 
 
 
 
 

Public Issue Expenses

The total issue expenditure including fees to the Lead Manager and Registrars to the issue ; brokerage, underwriting commission if any, stamp duty, distribution and publication expenses, advertisement expenditure, registration fees, legal and professional charges, bank charges, auditors fees and other miscellaneous expenses are estimated at Rs.35.00 lakhs. The break up of which is as under:-
 

Particulars	(Rs.)
Lead Managers ,Registrars fee	3,75,000
Brokerage and other expenses	6,50,000
Fee to other Intermediaries to the Issue	1,75,000
Printing of Public Issue Stationery and other expenses	4,00,000
Advertising	7,49,500
Misc. Expenses (including cost towards listing fees, travelling etc,)	11,50,500
Total	35,00,000

Establishment of Overseas Offices & Joint Ventures

The Company’s expansion project, envisages the establishment of offices in UK, and Joint Venture Companies in USA and UK, to supplement its marketing efforts and to meet the increased requirements of a global marketing infrastructure. The Company has earmarked a total of Rs259.00 lakhs to establish the overseas offices / joint ventures. The break-up for setting the offices in UK is Rs.35 lakhs and Joint venture in UK is Rs35 lakhs and Rs.189.00 lakhs for the Joint Venture in USA.

OVERSEAS OFFICE IN U.K.

The company proposes to incur Rs.35.00 lakhs for establishing a branchoffice in UK in a phased manner over a period of 5 years. The company intends to spend Rs.5.60 lakhs, Rs7.00 lakhs, Rs.7.7 lakhs, Rs.7.7 lakhs and Rs7.00 lakhs respectively over the 5 years period towards fixed assets and other operational expenses.

JOINT VENTURE IN UNITED STATES OF AMERICA (USA)

The Company has entered into an agreement (Shareholder’s agreement) with Sridhar Chelikani & Associates (SC & A) and Saven Technologies Inc (STI), a company incorporated under the Laws of State of Delaware, USA and having its Registered office at 9, East Loocker Man Street, Suite No.205, Doven, Delaware-19901, County of Kent, USA, for capitalizing on the opportunities in the area of Information Technology by offering an expanded range of specialized services. Sridhar Chelikani and Associates (SC & A) being the promoter of STI have invited STL to participate in STI’s equity by subscribing to STI’s shares and the said SC & A and STL are willing to operate STI as a Joint Venture Company

The Salient features of the Agreement dated April 15, 2000 are as under:

1. That STI should have an equity base of $600,000 consisting of 600,000 equity shares of $1 each to be fully paid –up.
2. The equity base of the JVC shall be increased beyond the said level only with the consent of the SC &A and STL.
3. The STL and SC & A shall hold the equity of the JVC in the ratio of 70:30.
4. Neither party shall , without the permission of the other, directly or indirectly transfer, pledge or otherwise encumber the equity shares of JVC held them.
5. The JVC shall focus on promoting and enhancing the presence of the JVC in the area such as Object Oriented Technology, IBM Mainframe and Client Server Technology, Onsite/Offshore development of the projects/Products and such other activities as may be agreed upon between the parties.
6. STL and SC & A shall have on the Board of the JVC, directors in the ratio of 3:2 so long as each party holds not less than 26% of the JVC’s Paid up Equity.


The Company has obtained permission from RBI for Investing directly in JVC in the USA vide their approval No.HYJRN20000291 dated July 26,2000.

JOINT VENTURE IN UNITED KINGDOM (U.K)

An Joint Venture agreement was made on February 15, 2000 among STL, SAVEN TECHNOLOGIES(UK) LIMITED having its registered office at Suite 134,2 Lansdowne Row, London WIX 8 HL and HASTING DIRECT SOFTWARE LIMITED (HDSL) having its office at St Helier, Jersey, UK to carry out the business of outsoucing of personnel with various skills in information technology.

The Salient features of the Agreement are as under:

1. Both STL and Hastings Direct Software Limited shall Participate in the equity of the Saven Technologies(Uk) Limited by taking 500 ordinary shares of 1 Sterling Pound each for the purchase consideration of 500 Sterling Pounds.
2. The central Management and control of the company shall be exercised from Conquest House, Collington Avenue Bexill-on-Sea, East Sussex,UK.
3. The Board of the company for the time being to include two nominees each from STL and HDSL.
4. It was agreed that none of the matters shall be placed before or brought up for consideration by the Board of Directors or at the General meeting of the company unless the proposal has first been discussed by at least 80% of the ordinary Shareholders of the company.
The Company has obtained permission from RBI for Investing directly in JVC in the United Kingdom vide their approval No. HYJRA 20000180 dated May 13, 2000.

Working Capital Requirement

The working capital requirement for the proposed Project works out to Rs.147.87 lakhs. The net working capital available is Rs. 251.41 lakhs. Details of the working capital is given below:
 

Particulars	Monthly (Rs. Lakhs)	Holding Period	Required (Rs. Lakhs)
Salaries	81.45	3 months	244.35
Operating Expenses	51.64	3 months	154.92
Total			399.27
Less : available networking capital			251.40
Net Working Capital required			147.87

UTILITIES

7. Power:


The maximum power requirement for the project is estimated at 70 kva. The premises has the required power connection from APSEB. The Company proposes to acquire a 835 Kv Diesel generating set as a stand by arrangement and a 60 minute backup UPS system.

8. Water:


The requirement for water is only for human consumption and sanitary purpose and adequate water supply is available.

9. Effluent Disposal:

1. Manpower:

The Company has formed an Employee Welfare Trust ("Trust") called "Saven Employees Foundation Trust" to implement the Employee Stock Option Plan and a Trust deed to this effect is executed on July 13, 2000. The Company has allotted 2,00,000 Equity Shares of Rs. 10/- each to the Trust on July 27, 2000. The trust is to hold the shares for and on behalf of the eligible employees and to offer the same to the eligible employees, subject to the terms and conditions of Employees Stock Option. The Company shall be appointing an Advisory Committee to identify eligible employees for issue of equity shares.

EXPORT OBLIGATION

The company , due to its software Technology Park Status, has certain Export obligation, which is as under:

The company has an export obligation of Rs.635.41 lakhs during the year 1999-2000 against which the company has exported software to the extent of Rs.654.98 on account of on site consultancy and software development.

The company had an cumulative export obligation to the extent of Rs.876.06 lakhs from the date of approval (i.e., from 10.05.1995, being the date of approval as 100% EOU with STP) against which it has exported Rs.1491.53 lakhs worth of Software allied Services.

SCHEDULE OF IMPLEMENTATION OF PROJECT:
 
 
 

Particulars	Status
Establishment of Joint venture Company in USA	Completed
Establishment of Joint venture Company in UK	Completed
Establishment of Overseas offices in UK	To be completed by Nov’2000
Establishment of Wireless Development Center, Hyderabad	To be completed by Dec’2000
Expansion of Java Training Center, Hyderabad	To be completed by Dec’2000
Plant & Machinery	To be completed by Dec’2000
Furniture and Fixtures	Work Orders placed and expected to be completed by Oct’2000

BUSINESS STRATEGY

SOLUTIONS AND PRODUCTS

1. E – SERVICES FOR FINANCIAL SECTOR


Object oriented programming applications development is the strength of Saven Technologies. Web applications, such as E – Commerce depend on distributed object technology and CORBA, complaint ORB’s. Objects will interact over Internet, providing services such as transaction processing, replication callback and recovery, multilevel security which are difficult to build into applications using other programming technologies.

Service industries like Tele Communications, Insurance, Finance and travel are using OODBMS in place of RDBMS. The usage of objects in service Industry had helped to achieve faster service, quick response and online upgradation of information. Hence, Saven is venturing into E – Services with specific focus on financial & insurance sectors.

2. OBJECT ORIENTED DISTRIBUTED COMPUTING TECHNOLOGY


The object oriented technologies are niche technologies. Telecommunications, Finance and Travel industries were the first to adopt object technologies but the net is spreading far and wide including mainstream IT users. An open market of re-usable objects that can be customized to a company’s business needs is emerging. Many advanced web applications, such as electronic commerce, will depend on objects to make them feasible, reliable and secure. Computing such as parallel computing, distributed computing and artificial intelligence have introduced a number of new program models.

Distributed Computing is a parallel computing which users CPUs from many interconnected systems to solve problems. Internet applications are becoming useful for distributed computing, especially while using Java. Saven is working on these areas to make internet and intranet applications viable to various services/utility sectors.

3. E – BUSINESS SOLUTIONS


Internet has signaled major changes in business transactions taking advantage of immense popularity of the Net to buy and sell goods and services electronically. Thanks to E – Business, business houses selling products and services to end-users directly has become a reality. This is an area where Saven is focusing to evolve modular software architecture for various business units and other service sectors. The positive factors like growing Web usage, well evolved IT standards, rapid application tools, single market place, and global reach ensures a conducive environment for E – Commerce growth.

E – Business is a dynamic set of technologies, application and business practices that link Enterprise, Customers and Suppliers through Electronic transactions. The main concept of E – Business applications using Web is to fully Automate Business process such as Purchasing, Sales, Accountancy, Customer Service, Marketing and Inventory Management by which the Companies will be able to do business with Customers and Suppliers. Saven will work with respective functional groups for the implementations of Technologies to make processes simpler and secure.

4. EMBEDDED TECHNOLOGIES IN WIRELESS APPLICATIONS

Industry Domain

With technological obsolescence becoming a real time event, it is essential that any solution must evolve out of well thought out ideas and should have a sound architecture and support contemporary technologies. Saven relies on the philosophy, which reduces maintenance costs, increases re-usability and ensures scalability of the applications. Saven is offering solutions in a wide range of technologies such as Object Oriented Distributed Computing and Embedded Technologies besides E – Services and E – Commerce.

Saven is having an experienced and dedicated manpower it has the core competence to develop required products and services. Domain Experts having expertise in the areas of Finance, Insurance and Wireless services are being recruited. This will ensure that the final architecture will be integrated with ease and usability become simpler.

Quality

A Software company today must be able to deliver a product or service that meets customer requirements, on time; is user friendly; is technically well designed, developed and tested. Saven has total quality management in the complete lifecycle of the Software Development right from requirement stage to end user delivery in line with International Standards.

Research & Development

Saven has chosen to focus on using R&D for development in the major domain areas of mobile device applications, WAP products, and E-Commerce applications.

Trends in the Software Industry

IT has become a strategic integral tool for efficient and effective business management all over the world. Apart from providing applications for 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, integration, software development, outsourcing and network management will increase to US$326 billion during the calendar year 1999. This is further expected to grow at 10% per annum over the next three years.

Over a period of time, enterprises have built up IT solutions/networks to meet their business requirements. A number of these solutions need to be upgraded to be in line with changes in business requirements and technology. With enterprises worldwide focussing on quicker delivery times and on cutting costs, outsourcing maintenance of their existing systems and development of new applications/solutions, have become critical requirements and will provide new markets for software companies.

Indian Software Industry Overview

India has been an attractive choice for providing people and IT solutions due to its large pool of skilled IT professionals at competitive costs. In 1998, over 158 of the Fortune 500 companies out-sourced their software requirements from India (Source: NASSCOM). Although initially, most companies in the business of software focused on exporting manpower to do business on-site, increasingly companies are moving towards providing solutions/services from their offshore development centers in India.

As per the NASSCOM study, domestic software companies have launched over 113 new software products. India is expected to strike many joint ventures and strategies alliances in Europe. Over the next two years software exports to many countries apart from Europe and North America are likely to open up in a big way. However as on today USA continues to be India’s largest exports market. 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 learning and to build sustainable business models. The previous decade has laid a foundation for Information Technology business mainly offering services and the next ten years would be the years of consolidation and creation of original technology, which also means a definite shift from a service model to a product model.

DOMESTIC SOFTWARE MARKET (PROJECTIONS)

(Figures in Rs.Crores)
 

	1999-00	2000-01	2001-02
Domestic Software Market in India	8,200	13,500	20,000

DOMESTIC SOFTWARE MARKET: Segment wise Projections

SOFTWARE EXPORT INDUSTRY (PROJECTIONS)

(Figures in Rs.Crores)
 

	1999-00	2000-01	2001-02
Software Export from India	17,500	26,500	40,000

SOFTWARE EXPORT: Segment wise Projections

STOCK MARKET DATA:

Since this is the first Public Issue of the Company and since the shares are yet to be listed therein no stock market data is available for the shares of the Company.

MANAGEMENT DISCUSSIONS AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF THE OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS:

1. Comparison of significant items of Income and expenditure for the year ended 31.03.2000 over previous years 1995-96 to 1998-99.

( Rs in Lakhs)
 

PARTICULARS	Year ended 31.03.1996	Year ended 31.03.1997	Year ended 31.03.1998	Year ended 31.03.1999	Year ended 31.03.2000
a. Of the products manufactured by the Company	0.00	0.00	0.00	0.00	0.00
b. Of the products traded in by the Company	13.79	163.82	381.53	307.56	695.44
c. Other Income	4.28	1.10	0.29	3.06	14.23
Total Income	18.07	164.92	381.82	310.62	709.67
Total Expenditure	45.02	150.65	344.77	230.57	608.95
Profit / (Loss) Before Tax & extra ordinary items	(26.95)	14.27	37.05	80.05	100.72
Taxation	0.00	0.00	0.67	0.00	0.00
Net Profit/(Loss) before extra ordinary item	(26.95)	14.27	36.38	80.05	100.72
Extra ordinary item	0.00	0.00	3.28	0.12	14.69
Net Profit after extra ordinary	(26.95)	14.27	39.66	80.17	115.41
Dividends (including Tax)	0.00	0.00	0.00	0.00	12.81
Share Capital	83.99	116.43	116.43	116.43	253.83
Share Application Money	32.45	5.00	5.38	0.38	0.00
Reserves (Net of Revaluation Reserves & Miscellaneous Expenses)	(27.27)	(94.05)	19.49	100.62	209.92
Net Worth	89.17	27.38	141.30	217.43	463.75
EPS	0.00	1.23	3.41	6.89	4.55
Return On Networth	--	52.12	28.07	36.87	24.89

There has been no unusual or infrequent transaction in the Company.

3.Significant economic changes that materially affected or are likely to affect income from continuing operation:

The Government of India has identified Software Industry as a thrust area and incentives are being provided to encourage the Industry in the form of Tax concessions and reduction in the customs duty on computer Hardware etc. In view of the favourable Economic policies, the Company does not foresee any significant economic changes, which would retard the growth of the software industry and affect the operations and profitability of the Company.

4.Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations:

Organisations in the IT industry are prone to obsolescence if they do not continually improve and upgrade themselves. The Company is adopting flexible technologies, which not only incorporate the latest developments, but also are easily adaptable to changes. This would ensure that the Company and its operational revenues are insulated from obsolescence.

5.Future changes in relationship between costs and revenues, in case events such as labour or material costs or prices that will cause a material change are known :

Most software projects are valued in terms of complexity and man hours employed. Increased man power costs are usually a consequence of increased skills, experience and improvements in the quality of output. These factors are accounted for in the valuation of the project, which is borne by the client. Thus, the profitability margins of software development companies is not materially affected by increase in manpower costs.

6.The extent to which material increase on net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices :

The Company expects to increase its sales and revenues by increasing its productivity, expansion of business and the repeat business anticipated from its clients, for the services that would be rendered to them. The experience and skills of the Company’s professionals would further enable the company to solicit larger projects, contributing substantially to the Company’s revenues and profitability.

7.The total turnover of each major industry segment in which the company operates.

The Company operates in the software industry/segment. The revenue statistics for the year 1997-98 and 1998-99 for software industry in exports market and domestic markets is as under:-

Software 1997-98 1998-99

(Rs. In Millions)

Domestic 35,100 49,500

Exports 65,300 109,400

The IT software and services industry in India grossed an annual revenue of Rs24,350 crore during the year 1999-2000 with the industry overall growth of 53%, out of which software exports grossed a total of Rs.17,150 crore and Domestic software market grossed a total of Rs.7,200.(source: NASSCOM)

8.Status of any publicly announced new products or business segment.

The company does not have any publicly announced new products.

9.The extent to which business is seasonal :

Software industry is non-seasonal in nature and business volumes are only dependent on the marketing efforts of the Company.

10. Any significant dependence on a single or a few suppliers or customers.

The company does not depend on any single supplier for the supply of any computer hardware and software items. After technical and commercial evaluation of the quotations from reliable vendors the decision is taken by the management committee to place the orders as per the procurement guidelines.
 
 

11.Competitive conditions

The Software industry is very vast and there is immense potential both in India and abroad. Competition is not going to be detrimental to the progress of the software business.

In the opinion of directors there has not arisen any circumstances since the date of last financial statements as disclosed in the prospectus any of which materially and adversely effect or is likely to affect the trading or profitability of the company or the value of its assets or ability to pay its liabilities with in next 12 months.

FINANCIALS OF GROUP COMPANIES

There are no companies, firms, ventures etc., promoted by the Promoter of Saven Technologies Limited except as mentioned elsewhere in the prospectus.

PARTICULARS IN REGARD TO THE COMPANY AND OTHER LISTED COMPANIES UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION 370 (1B)

There are no listed companies under the same management within the meaning of Section 370 (1B) of the Act.

PROMISE VIA-A-VIS PERFORMANCE

This is being the first public issue by the company hence data regarding earlier public issues is not applicable.

BASIS FOR ISSUE PRICE

Qualitative Factors:

1.The company is promoted by technically qualified professionals.

2.The company has executed on site projects which constitutes major income for the company.

Quantitative Factors:

1. Adjusted earnings Per Share

Weighted Average for the last three years 5.14

1. Price / Earnings Ratio in relation to issue price of Rs 10/-.


a) Based on 31.03.2000 EPS 2.20

b)

i) Industry Composite P/E 65.70

ii) Highest 220.00

iii) Lowest 6.40

Source : Industry Category " Computers Software-medium/small" in Capital Market Issue dated July 9, 2000
 
 

2. Return on Networth

 

Year	Return on Networth (%)
1997-98	28.07
1998-99	36.87
1999-00	24.89

3. Minimum Return on Networth after issue needed to maintain EPS at 4.55 is 37.18%.

1. Net Asset Value (NAV)

1. As on 31.03.2000 Rs. 18.27
2. After the Issue Rs. 12.24
3. Issue Price Rs. 10/- per share at par.

OUTSTANDING LITIGATIONS OR DEFAULTS:

1. There are no pending litigations,disputes, over dues, defaults to financial institutions/ banks and there are no instances of non-payment of statutory dues by the issuer company, promoter and the other companies/firms promoted by the promoter.
2. There are no cases of pending litigation’s, disputes,etc., in respect of companies to which the promoter were associated in the past.
3. There are no litigations against the promoter involving violation of statutory regulations or criminal offences, which are likely to have an adverse effect on the financial performance of the company.
4. There are no pending proceedings initiated for the economic offenses against the promoter,directors, companies and firms promoted by the promoter which are likely to have an adverse effect on the financial performance of the company.
5. There are no outstanding litigation’s , disputes pertaining to matters likely to affect operations and finances of the company including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII against issuer company, promoter and other companies / firms promoted by the promoter.
6. The promoter/ directors have not violated the provisions of the companies act,1956 and None of them have been suspended by SEBI or any disciplinary action has been taken by SEBI.
7. There are no listed companies promoted by the promoter of the company.


INVESTOR GRIEVANCES AND REDRESSAL SYSTEM

Since this is the first public issue of equity shares of the company there is no past history of investor’s grievances. On completion of this public issue the terms of arrangements made with the Registrars to the issue M/s., KARVY CONSULTANTS LIMITED all investors grievances will be handled and redressed by them for 6 months from the last date of dispatch of letters of allotment / share certificates/refund orders or 1 year from the closure of the issue which ever is later. The registrar to the issue will keep the company appraised of the investor’s grievances and also the action taken for redressal of the same on weekly basis.

In case termination of agreement the present Registrar to the issue but before appoint of new Registrar and transfer agent the investors grievances will be handled and redressed by Mr. S. Sudhakaram who has been designated as compliance officer.
 
 
 
 

RISK FACTORS & MANAGEMETN PERCEPTIONS

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.

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


(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.

2. (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.


(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.

3. (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.


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

the demand.

4. (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.

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.

4. (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.
 
 
 

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.

 
 
 

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this issue unless they can afford to take the risk of losing their investment . Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision the investors must rely on their own examination of the issuer ("issuer"/ "offer") and the issue ("issue"/"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 the adequacy of this document. The attention of the investors is drawn to the statement of Risk Factors appearing on Page No. 1 of this document.

ISSUER’S ABSOLUTE RESPONSIBILITY

The issuer, having all made reasonable enquiries, accepts responsibility for , and confirms that this offer document 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 offer document is true and correct in all material respect and is not misleading in any material respect , that opinion 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 opinion or intention misleading in any material respect.

INVESTORS MAY NOTE THAT SAVEN TECHNOLOGIES LIMITED , ACCEPTS NO RESPONSIBILITY FOR STATEMENTMADE OTHER WISE THAN IN THIS PROSPECTUS OR IN THE ADVERTISEMENT OR ANYOTHER 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 HIS/HER OWN RISK.

1. GENRAL INFORMATION

Consents in writing of the Directors, Lead Manager, Bankers to the Company, Bankers to the Issue, Registrars to the Issue, Auditors of the Company, to act in their respective capacities have been obtained and filed with the Registrar of Companies. Andhra Pradesh, Hyderabad along with a copy of this Prospectus as required under Section 60 of the Companies Act, 1956 and none of them has withdrawn the said consent upto the time of delivery of a copy of this Prospectus for registration with the said Registrar of Companies.

M/s Rambabu & Co., Chartered Accountants, the Auditor of the Company have also given their written consent to the inclusion of "Tax Benefits" as advised by them in the form and context and have also given their written consent to include Auditors Report as advised by them and as appearing elsewhere in the Prospectus and such consent has not been withdrawn upto the time of the filing of a copy of this Prospectus with the Registrar of Companies, Andhra Pradesh, Hyderabad.

EXPERTS OPINION

Except for the various tax benefits available to the company and its members expressed by the auditors of the company given else where in the prospectus, the company has not obtained any other expert opinion.

CHANGES IN AUDITORS

There has been no change in the Auditors of the Company since incorporation.

CHANGE IN BOARD OF DIRECTORS OF THE COMPANY DURING THE LAST THREE YEARS
 

Name	Date of appointment	Date of cessation	Reasons for Change
Mr. Vijay N Rao	Since Incorporation	31.05.1998	Pre-Occupation
Mr.Nrupender Rao	Since Incorporation	29.02.2000	Pre-Occupation
Mr. Vijay C Puljal	Since Incorporation	29.02.2000	Pre-Occupation
Mr. T. N. J. Raman	05.02.1996	07.04.2000	Pre-Occupation
Mr. R. S. Sampath	29.02.2000	07.04.2000	Pre-Occupation
Mr. Sridhar Chelikani	04.11.1999		Took over the management
Mr. Simon Mathews	07.04.2000		To Broad base the Board
Mr.Prabhakar Reddy Muppidi	07.04.2000		To Broad base the Board
Mr. C. Prakash Reddy	07.04.2000		To Broad base the Board
Mr. Dhari Al-Roomi	07.04.2000		To Broad base the Board
Mr. Guy David Gundlach	07.04.2000	04.08.2000	Pre-occupation
Mr. T. N. J. Raman	05.07.2000		To Broad base the Board
Mr. John Oliver Brady	17.08.2000		To Broad base the Board
Mr. Clive Menhinick	17.08.2000		To Broad base the Board

AUTHORITY FOR THE PRESENT 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.

UTILISATION OF ISSUE FUNDS

The application money received will be kept in separate bank accounts and the company will neither have application to nor appropriate such funds unless approval for the basis of allotment of shares has been obtained from the Regional Stock Exchanges at Hyderabad and listing approval has been received from Hyderabad and Mumbai stock exchanges.

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.

Demat credits to the allottees who have opted for demat will be given within 2 working days of finalisation of basis of allotment.

The Company would also make available adequate funds to the Registrar to the offer for the purpose of dispatch of Refund Orders and Share Certificate/ Letters of Allotment by Registered Post.

BASIS OF ALLOTMENT ON OVERSUBSCRIPTION

In the event of Public issue being oversubscribed the allotment will be on a proportionate basis subject to market lots as explained below:

a) A minimum of 50% of net issue to the Indian public will be made available for allotment in favor of those individuals who have applied for allotment equal to or less than 10 marketable lots of shares this percentage may be increased in consultation with the Regional Stock Exchange depending on the extent of response to the issue from investor in this category. In case allotments are made to lesser extent than 50% because of lower subscription in the above category ,the balance equity shares will be added to higher category and allotment made on a proportionate basis as per relevant SEBI guidelines.

1. The balance of net issue to Indian public shall made available to investors including corporate bodies/institutions and individual applicants who have applied for allotment of more than 10 marketable lots of shares.

3. Applicants will be categorised according to the number of equity shares applied for.
4. The total number of equity shares to be allotted to each category as a whole shall arrived at on a proportionate basis i.e. the total number of shares applied for in that category (no. of applications in the category x no. of equity shares applied for) multiplied by the inverse of the over-subscription ratio.
5. No. of equity shares to be allotted to the successful allottees will be arrived at on a proportionate basis i.e. total no. of equity shares applied for by each applicant in that category x inverse of over subscription ratio.
6. In all the applications where the proportionate allotment works out to less than 100 equity shares per applicant in the allotment shall be made as follows.

1. Each successful applicant shall be allotted a minimum of 100 equity shares, and
2. The successful applicant out of the total applicant of that category shall be determined by drawl of lots in such a manner that the total no. of equity shares allotted in that category is equal to no. of equity shares worked out as per (b) above

3. If the proportionate allotment works out to a number that is more than 100 but is not in multiples of 100 (which is marketable lot) the no. in excess of multiple of 100 would be rounded off to the higher multiple of 100 if that no. is 50 or higher. If that no. is lower than 50 it would be rounded off to lower multiple of 100. All applicants in such category would be allotted equity shares arrived at after such rounding off.

INTEREST ON EXCESS APPLICATION MONEY

Payment of interest at the rate not exceeding 15% per annum on the excess application money will be made to the applicants for the delayed period, If the allotment letters / refund orders have not been dispatched to the applicants within 2 working days from the date of basis of allotment

INVESTOR GRIEVANCES AND REDRESSAL SYSTEMS

Since this is the first Public Issue of Shares of the Company, there is no past history of Investor Grievances. On completion of this Public Issue, the Company has made arrangements with the Registrars to the issue to handle and redress Investor Grievances promptly for the period of 6 months beginning from the last date of dispatch of letters of allotments/share certificates/refund orders and keep the Company appraised of their redressal to complaints/grievances on weekly basis. On completion of this six months period, the Company will device its own suitable mechanism for prompt redressal of Investor Grievances. In case termination of agreement the present Registrar to the issue but before appoint of new Registrar and transfer agent the investors grievances will be handled and redressed by Mr. Sudhakaram, Company Secretary who has been designated as compliance officer.

COMPANY INFORMATION

REGISTERED OFFICE

1^ST Floor, Saptagiri Towers,

Begumpet,

Hyderabad – 500 016.

Phones: (040) 6516777/81/82/83

Fax: (040) 3746117

Email: info@saventech.com

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,

Rajbhavan Road,

Hyderabad – 500 082.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. S. Sudhakaram

1^ST Floor, Saptagiri Towers,

Begumpet,Hyderabad – 500 016.

Phones: (040) 6516777,6516778,6516680

Fax: (040) 7768561

BANKERS TO THE COMPANY

IndusInd Bank Limited

Secunderabad Branch,

S P Road,

Secunderabad.

ICICI Bank Limited

S. R. Nagar Branch

Ameerpet

Hyderabad – 500 038.

BANKERS TO THE ISSUE

Corporation Bank

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

Goyal Market,

Siddiambar Bazar,

Hyderabad – 500 012.

To

The Board of Directors,

Saven Technologies Limited

1^st Floor, Saptagiri Towers,

Begumpet,

Hyderabad-500 016.

Sirs,

We have examined the books of the accounts of Saven Technologies Limited, Begumpet, Hyderabad for the last five years ending 31/03/2000 being the last date up to which the accounts of the Company have been made up and audited and adopted by the members.

The Profit / Losses of the Company for each of the five financial years ended March 31, 2000 is set out below. These profits have been arrived after charging all expenses of working including depreciation and after making such adjustments as are, in our opinion, appropriate and are to be read with the notes appended below:

PROFIT & LOSS ACCOUNT Year ended 31^st March, (Rs. In lakhs)
 

Particulars	1996	1997	1998	1999	2000
Sales:
a. Of the products manufactured by the Company	0.00	0.00	0.00	0.00	0.00
b. Of the products traded in by the Company	13.79	163.82	381.53	307.56	695.44
Total	13.79	163.82	381.53	307.56	695.44
c. Other Income	4.28	1.10	0.29	3.06	14.23
Total Income	18.07	164.92	381.82	310.62	709.67
Expenditure:
Staff Costs	16.54	34.99	159.10	118.21	484.08
Other Expenses	0.30	1.28	1.72	4.40	7.14
Administration Expenses	18.94	69.82	133.02	74.90	85.33
Selling & Distribution Expenses	2.26	0.39	0.72	3.00	6.43
Interest	5.22	36.02	29.97	5.65	1.81
Depreciation	1.76	8.15	8.58	21.38	24.16
Provision for doubtful debts	0.00	0.00	11.66	3.03	0.00
Total	45.02	150.65	344.77	230.57	608.95
Profit / (Loss) Before Tax & extra ordinary items	(26.95)	14.27	37.05	80.05	100.72
Taxation	0.00	0.00	0.67	0.00	0.00
Net Profit/(Loss) before extra ordinary item	(26.95)	14.27	36.38	80.05	100.72
Extra ordinary item	0.00	0.00	3.28	0.12	14.69
Net Profit after extra ordinary	(26.95)	14.27	39.66	80.17	115.41
Dividends (including Tax)	0.00	0.00	0.00	0.00	12.81
Profit Transfer to Reserves	(26.95)	14.27	39.66	80.17	102.60

STATEMENT OF ASSETS AND LIABILITIES