SAVEN TECHNOLOGIES LIMITED
Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016
Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; website : www.saventech.com
Email: info@saventech.com
PUBLIC ISSUE OF 36,00,000 EQUITY SHARES OF Rs.10/- EACH FOR CASH AT PAR
AGGREGATING TO Rs. 360 LAKHS
| RISKS IN RELATION TO THE FIRST
ISSUE
This being the first Public issue of the Company, there has been no formal market for the Securities of the Company. The issue price should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the company nor regarding the price at which the equity shares will be traded after listing. |
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The Securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does the SEBI guarantee the accuracy or the adequacy of this document.
The attention of Investors is drawn to the statement of Risk Factors appearing on Page No. "____" & "____" of the Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The issuer, having made all the reasonable inquiries,accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
GENERAL DISCLAIMER
INVESTORS MAY NOTE THAT THE SAVEN TECHNOLOGIES LIMITED ACCEPTS NO
RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THIS PROSPECTUS OR
IN THE ADVERTISEMENTS OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE
OF THE ISSUER COMPANY OR THE LEAD MANAGER AND THAT ANY ONE PLACING RELIANCE
ON ANY OTHER SOURCE OF INFORMATION WOULD BE DOING SO AT THEIR OWN RISK.
LISTING ARRANGEMENTS
The Equity Shares offered through this prospectus are proposed to be listed on The Stock Exchanges at Hyderabad (Regional Stock Exchange) and Mumbai. The Company has obtained in principle approval for this purpose from the Hyderabad Stock Exchange & Stock Exchange Mumbai vide their letter dated______ and ______respectively.
LEAD MANAGERS TO THE ISSUE
SMIFS CAPITAL MARKETS LIMITED
6-3-1109/1,Navabharat Chambers,
Raj Bhavan Road,
Somajiguda,
Hyderabad 500 082.
Phone 040 3314486 / 3312730
Fax 040 3412253
Email: smifscap@hd1.vsnl.net.in
SEBI Registration No.INM 000003952
REGISTRARS TO THE ISSUE
KARVY CONSULTANTS LIMITED.
"Karvy House"46, Avenue 4,
Street No.1, Banjara Hills,
Hyderabad-500 034
Tel: 040-3312454/3320751
Fax: 040-3311968
Email: mailmanager@karvy.com
SEBI Registration: MB/INR/000000221
ISSUE OPENS ON ____________
ISSUE CLOSES ON ____________
TABLE OF CONTENTS
| Contents | Page No. |
| Definition/Abbreviation | |
| Risk Factors And Management Perception Thereof | |
| Issue Highlights | |
| Part I
I. GENERAL INFORMATION |
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| II. CAPITAL STRUCTURE OF THE COMPANY | |
| Notes forming part of the capital Structure | |
| III. TERMS OF THE PRESENT ISSUE | |
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| - Multiple applications | |
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| IV. PARTICULARS OF THE ISSUE | |
| - Objects of the Issue | |
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V. COMPANY, MANAGEMENT, PRESENT BUSINESS AND PROJECT
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- Past Financial performance of
the Company
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| Part II
A. General Information B. Financial Information C. Statutory And Other Information D. Main Provisions Of The Articles And Association E. Material Contracts And Documents For Inspection |
|
| Part III
Declaration |
ABBREVIATIONS USED IN THE PROSPECTUS
| Act | The Companies Act, 1956 and subsequent amendments thereof. |
| Articles | Memorandum and Articles of Association of the Company |
| Board | Board of Directors of the Company |
| Company/ Issuer / STL | Saven Technologies Limited |
| CDSL | Central Depository Services (India) Limited |
| ESOP | Employees Stock Option Scheme |
| HSE | Hyderabad Stock Exchange |
| IT Act | Income Tax Act, 1961. |
| JVC | Joint Venture Agreement |
| NRIs | Non-resident Indians |
| NSDL | National Securities Depository Limited |
| Offer / Issue | Issue of equity shares by Saven Technologies Limited. |
| OCBs | Overseas Corporate Bodies |
| PAN | Permanent Account Number |
| ROC | Registrar of Companies at Hyderabad. |
| Registrar | Registrar to the Issue. |
| SEBI | Securities and Exchange Board of India |
| SC & A | Sridhar Chelikani & Associates |
| STI | Saven Technologies Incorporated |
| RBI | Reserve Bank of India |
SAVEN TECHNOLOGIES LIMITED
(Incorporated on 10th May 1993 as Pennar Infotech Limited and subsequently its name was changed to Saven Technologies Limited On 04.02.2000)
Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016
Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; website : Saventech.com
Email: info@saventech.com
RISK FACTORS (RF) AND MANAGEMENT PERCEPTION (MP) THEREOF
INTERNAL
(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.
(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.
(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.
(MP) The demand is disputed by the company and the company is
planning to appeal against
the demand.
capital.
EXTERNAL
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.
(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
| Information technology sector in which the company is operating, is presently witnessing abnormally high valuation and possibilities cannot be ruled out that the same may not continue in future. |
NOTE: INVESTORS MAY NOTE THAT IN CASE OF OVER SUBSCRIPTION, ALLOTMENT SHALL BE ON PROPORTIONATE BASIS. THE INVESTORS ARE ADVISED TO REFER TO THE PARA ON THE BASIS FOR ISSUE PRICE MENTIONED IN THE PROSPECTUS BEFORE MAKING AN INVESTMENT IN THIS ISSUE.
PART I
SAVEN TECHNOLOGIES LIMITED
(Incorporated on 10th May 1993 as Pennar Infotech limited and subsequently its name was changed to Saven Technologies Limited On 04.02.2000)
Registered Office: 1st Floor, Saptagiri Towers, Begumpet, Hyderabad – 500 016
Phones: (040) 6516777/81/82/83; Fax: (040) 7768561; Email: info@saventech.com
|
PUBLIC ISSUE OF 36,00,000 EQUITY SHARES OF RS.10 EACH FOR CASH AT PAR AGGREGATING TO RS.360 LAKHS |
GENERAL INFORMATION
ELIGIBILITY FOR PUBLIC ISSUE
The Company is eligible to make a public issue of equity shares pursuant to clause 2.2.1 of chapter II of the guidelines for Disclosure and Investor Protection 2000 as:
i) it has a pre-issue networth of more than Rs.1 crore for the last 3 years
As on 31.03.2000 31.03.1999 31.03.1998
(Rs in lakhs)
463.75 217.43 141.30
ii) it has a track record of distributable profits in terms of section 205 of the Companies Act, 1956.
AUTHORITY FOR THE PUBLIC ISSUE
Pursuant to Section 81 (1A) of the Companies Act 1956, the present issue of Equity Shares has been authorised vide Special Resolution passed at the Extra Ordinary General Meeting held on June 29, 2000.
GOVERNMENT APPROVAL / REGISTRATIONS
The Company is registered with Software Technology Parks of India, Hyderabad as a 100% EOU Company.
The Company has obtained Importer-Exporter Code No. 5195000085 dated August 18, 1995, from Department of Electronics, Government of India.
The Company has obtained permission from RBI for investing directly in a JVC in the United Kingdom & USA vide their approval No. HYJRA 20000180 dated May 13, 2000 and HYJRN20000291 dated July 26,2000 respectively.
The Company has obtained permission to establish branch office in UK through their Banker IndusInd Bank Limited, Secunderabad vide their letter dated June 20, 2000.
The Company has received all the necessary permissions and approvals from the Government and various Government agencies as applicable for proceeding with the proposed project. No further approvals from any Government Authority \ RBI are required by the Company to undertake the proposed activities, save and except those approvals which may be required to be taken in the normal course of business from time to time.
It must be understood that in granting the above approvals, the Central Government and RBI do not undertake any responsibility for the financial soundness of this undertaking or for the correctness of any of the statements made, or opinions expressed in this regard.
DISCLAIMER CLAUSE
It is to be distinctly understood that the submission of Prospectus to SEBI should not, in any way, be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made for the correctness of the statements made or opinions expressed in the offer document. Lead Manager, M/s. SMIFS CAPITAL MARKETS LIMITED, Hyderabad has certified that the disclosures made in the offer document are generally adequate and are in conformity with SEBI (Disclosures and Investor protection ), guidelines 2000, for the time being in force. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue.
It should also, be clearly understood that, while the issuer Company is primarily responsible for the correctness, adequacy and disclosure of all the relevant information in the offer document, the Lead Manager is expected to exercise due diligence to ensure that the Company discharges its responsibility adequately in this behalf and towards this purpose, the Lead Merchant Banker SMIFS CAPITAL MARKETS LTD has furnished to SEBI a Due Diligence Certificate dated September 18, 2000 in accordance with SEBI (Merchant Bankers) Regulations, 1992 which reads as follows:
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:
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:-
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:
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:
of closure of the public issue.
the basis of allotment..
The Company undertakes that sufficient funds will be made available to the Registrars to the Issue to ensure dispatch of allotment letters / Shares certificates and refund orders by Registered Post / Certificate of Posting.
ISSUE SCHEDULE:
The Subscription list will open at the commencement of Banking Hours and will close at the close of Banking Hours on the days as mentioned below:
Issue opens on :
Issue closes on :
LEAD MANAGERS TO THE ISSUE
SMIFS CAPITAL MARKETS LTD
6-3-1109/1,Navabharat Chambers,
Raj Bhavan Road,
Somajiguda,
Hyderabad 500 082
Phone no 040- 3314486 / 040 3312730
Fax no 040- 3412253.
Email :smifscap@hd1.vsnl.net.in
SEBI Registration No: INM 000003952
REGISTRARS TO THE ISSUE
KARVY CONSULTANTS LIMITED
"Karvy House"46, Avenue 4,
Street No.1, Banjara Hills,
Hyderabad-500 034
Tel:040-3312454/3320751
Fax:040-3311968
Email: mailmanager@karvy.com
SEBI Registration :MB/INR/000000221
AUDITORS TO THE COMPANY
M/s Rambabu &Co
Chartered Accountants
6-3-1090/1/A, 31 Pancom Chambers,
Raj Bhavan Road,
Hyderabed - 500 082.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Mr. S. Sudhakaram
Saven Technologies Limited
1st Floor, Saptagiri Towers,
Begumpet, Hyderabad – 500 016
Phones: (040) 6516777,6516778,6516680
Fax: (040) 7768561
The investors may contact the aforesaid Compliance Officer in case of any pre-issue/post-issue-related problems.
BANKERS TO THE COMPANY
IndusInd Bank Limited
Secunderabad Branch,
S P Road,
Secunderabad.
BANKERS TO THE ISSUE
Corporation Bank
1st Floor, No. 15-1-551/23,
Goyal Market,
Siddiambar Bazar,
Hyderabad – 500 012.
CREDIT RATING
Since the present issue is of Equity Shares, credit rating is not required as per SEBI Guidelines.
UNDERWRITERS TO THE ISSUE
Underwriting being optional, the company does not propose to underwrite the issue.
BROKERS TO THE ISSUE
All the members of the recognised stock exchanges in India
will be brokers to the issue.
II CAPITAL STRUCTURE OF THE COMPANY
| Share Capital |
(Rs.) |
(Rs.) |
aggregating to |
16,00,00,000
|
16,00,00,000 |
|
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 |
|
|
3,60,00,000
|
3,60,00,000
|
|
|
10,00,98,480
|
|
|
1,89,47,380
1,89,47,380 |
Notes forming part of the Capital Structure:
|
No |
Allotment |
Fully Paid-up |
|
Shares |
Value (Rs.) |
Price (Rs.) |
Issue Paid - Up Capital |
|
| 1 | 10.05.1993 | 10.05.1993 | Cash |
70
|
|
|
|
1 Year |
| 2 | 29.03.1996 | 29.03.1996 | Cash |
8,39,800
|
|
|
|
1 Year |
| 3 | 27.02.1997 | 27.02.1997 | Cash |
3,24,430
|
|
|
|
1 Year |
| 4 | 31.03.2000 | 31.03.2000 | Cash |
9,43,739
|
|
|
|
1 Year |
| 5 | 31.03.2000 | 31.03.2000 | Cash |
4,30,261
|
|
|
|
3 Years$ |
| 6 | 28.04.2000 | 28.04.2000 | Bonus * |
2,07,634
|
|
|
|
1 Year |
| 7 | 28.04.2000 | 28.04.2000 | Bonus * |
15,69,176
|
|
|
|
3 Years$ |
| 8 | 29.05.2000 | 29.05.2000 | Cash |
3,80,125
|
|
|
|
1 Years |
| 9 | 29.06.2000 | 29.06.2000 | Cash |
13,98,725
|
|
|
|
1 Years |
| 10 | 21.07.2000 | 21.07.2000 | Cash** |
2,00,000
|
|
|
|
1 Year |
| 11 | 21.07.2000 | 21.07.2000 | Cash |
89,080
|
|
|
|
1 Year |
| 12 | 27.07.2000 | 27.07.2000 | Cash |
24,245
|
|
|
|
1 Year |
| 13 | 27.07.2000 | 27.07.2000 | Cash |
2,563
|
|
|
|
3 Years$ |
| Total |
64,09,848
|
64.03 |
*The company has not issued equity shares for consideration other than cash except to
the extent of bonus issue in the ratio of 7:10 to the existing shareholders as on
31.03.2000 by capitalising free reserves.
** Allotted to Saven Employees Foundation Trust .
$ 20,02,000 shares held by the Promoter and promoter group constituting 20% of the post issue capital of the company will be locked for three years from the date of commencement of Commercial production or the date of allotment in the Public Issue, whichever is later.
The entire Pre-issue capital other than that locked in as Promoter contributions shall be locked in for a period of one year from the date of commencement of Commercial production or the date of allotment in the Public Issue, whichever is later.
3. Promoter contribution and lock-in in respect of Promoter
whose name figure in the Prospectus as Promoter in the Paragraph "PROMOTER
AND HIS BACK GROUND" is as under:-
|
No |
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 |
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 |
* 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
|
|
|
|
|
|
| 1. | Dhari Mohd. Al-Roomi |
8,50,000
|
|
| 2. | J. Avanthi Rao |
8,08,350
|
|
| 3. | J. Aditya Rao |
8,07,500
|
|
| 4. | Chelikani Sridhar |
6,82,563
|
|
| 5. | Ch. Arathi Rao |
6,40,866
|
|
| 6. | J. Rajyalakshmi |
4,98,640
|
|
| 7. | Jayanthi Puljal |
3,38,317
|
|
| 8. | Exel Engineering Limited |
3,32,400
|
|
| 9. | Saven Employees Foundation Trust |
2,00,000
|
|
| 10. | Ramaraju Indukuri |
1,05,000
|
|
| Total |
52,63,636
|
|
|
|
|
|
|
| 1. | Dhari Mohd. Al-Roomi |
8,50,000
|
|
| 2. | J. Avanthi Rao |
8,08,350
|
|
| 3. | J. Aditya Rao |
8,07,500
|
|
| 4. | Chelikani Sridhar |
6,82,563
|
|
| 5. | Ch. Arathi Rao |
6,40,866
|
|
| 6. | J. Rajyalakshmi |
4,98,640
|
|
| 7. | Jayanthi Puljal |
3,38,317
|
|
| 8. | Exel Engineering Limited |
3,32,400
|
|
| 9. | Saven Employees Foundation Trust |
2,00,000
|
|
| 10. | Ramaraju Indukuri |
1,05,000
|
|
| Total |
52,63,636
|
|
|
|
|
|
|
| 1. | J. Rajya Lakshmi |
2,15,000
|
|
| 2. | J. Nrupender Rao |
2,02,510
|
|
| 3. | Citation Computer Consultants Pvt. Ltd. |
1,70,800
|
|
| 4. | Jayanthi Puljal |
1,00,000
|
|
| 5. | Vijay C Puljal |
99,010
|
|
| 6. | Vijay N Rao |
83,440
|
|
| 7. | Pennar Engineering Ltd. |
35,000
|
|
| 8. | R. Srivratha |
30,000
|
|
| 9. | Anjath Rao K |
15,000
|
|
| 10. | Amaravadi Anandamma |
12,500
|
|
| Total |
9,63,260
|
|
6. Shareholding pattern:
The pre-issue and post-issue shareholding pattern is as follows:
|
|
|
|
||
|
|
|
|
|
|
| Promoter & Promoter Group |
34,63,419
|
|
34,63,419
|
|
| Friends & Associates |
27,46,429
|
|
27,46,429
|
|
| Saven Employees Foundation Trust |
2,00,000
|
|
2,00,000
|
|
| Public |
-
|
|
36,00,000
|
|
| Total |
64,09,848
|
|
1,00,09,848
|
|
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.
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.
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:
|
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:-
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
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:
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:
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.
4. Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications.
5. Investors who wish to apply equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to the allotment.
6. The applicant’s name in the depository instruction section in the application form should be the same as appearing in his or it’s beneficiary account. In case of Joint applicants, in addition to the name , the sequence of the names in the application form and the beneficiary account should be the same.
demat and balance, if any, will be allotted in physical shares.
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:
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.
In accordance with the Wealth Tax Act, 1957, the value of shares
held in the Company would be totally free from Wealth Tax.
Total exemption from Wealth Tax would be available on investment
in shares of the Company.
IV. PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
The present issue of equity shares is being made
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)
|
|
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)
|
|
|
| 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:-
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)
|
|
31.03.1996 |
31.03.1997 |