Eclerx Services Limited (Our Company Was Originally Incorporated on March 24, 2000 As Eclerx Services Private Limited Under the Companies Act, 1956
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RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 100% Book Built Issue November 21, 2007 eClerx Services Limited (Our Company was originally incorporated on March 24, 2000 as eClerx Services Private Limited under the Companies Act, 1956. Our Company was converted to a public limited company and the name was changed to eClerx Services Limited, pursuant to resolution of the shareholders passed in the annual general meeting held on August 1, 2007. The Registrar of Companies, Mumbai has issued a fresh certificate of incorporation consequent to the conversion on August 28, 2007.) Registered and Corporate Office: Sonawalla Building, First Floor, 29 Bank Street, Fort, Mumbai- 400 023, Maharashtra, India. Telephone: + 91 22 4094 1000; Facsimile: +91 22 4094 1212; Company Secretary and Compliance Officer: Ms. Shweta Bansal; Telephone: +91 22 4094 1000; Facsimile: +91 22 4094 1212; Email: [email protected] Website: www.eclerx.com PUBLIC ISSUE BY ECLERX SERVICES LIMITED (“COMPANY” OR “ISSUER”) OF [GGG] EQUITY SHARES OF Rs. 10 EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF RS. [GGG] PER EQUITY SHARE AGGREGATING TO RS. 1,010 MILLION (“THE ISSUE”). THE ISSUE COMPRISES A FRESH ISSUE OF [GGG] EQUITY SHARES AGGREGATING TO RS. [GGG] MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE BY MR. P. D MUNDHRA, MR. ANJAN MALIK AND BURWOOD VENTURES LIMITED, (BEING THE EXISTING SHAREHOLDERS OF THE COMPANY) OF 890,000 EQUITY SHARES AGGREGATING TO RS. [GGG] MILLION (“OFFER FOR SALE”). THE ISSUE WILL CONSTITUTE [GGG] % OF THE FULLY DILUTED EQUITY SHARE CAPITAL OF OUR COMPANY. PRICE BAND: Rs. 270 to Rs. 315 PER EQUITY SHARE. THE FACE VALUE OF EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS 27.0 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 31.5 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band subject to the Bidding/ Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Managers (“BRLMs”) and at the terminals of the Syndicate. In terms of Rule 19(2)(b) of the SCRR, this being an Issue for less than 25% of the post–Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), 5% of the QIB Portion shall be available for allocation to Mutual Funds only and the remaining QIB Portion shall be available for allocation to all the QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded. In addition, in accordance with Rule 19(2)(b) of the SCRR, a minimum of two million securities are being offered to the public and the size of the Issue shall aggregate to at least Rs. 1,000 million. Further, up to 10% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. IPO GRADING This Issue has been graded by CRISIL Limited and has been assigned the “IPO Grade 3/5”indicating average fundamentals, through its letter dated October 29, 2007. The IPO grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and an “IPO Grade 1” indicating poor fundamentals. For further details in this regard, please see the section titled “General Information” on page 6. RISK IN RELATION TO FIRST ISSUE This being the first issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 and the Floor Price is 27.0 times of the face value and the Cap Price is 31.5 times of the face value. The Issue Price (as determined by the Company and the Selling Shareholders in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of Book Building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments 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 Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page x. COMPANY AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY The Company and Selling Shareholders having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring 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 Red Herring 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from the NSE and the BSE for the listing of our Equity Shares pursuant to letters dated October 8, 2007 and September 28, 2007, respectively. BSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE JM Financial Consultants Private Limited Edelweiss Capital Limited Karvy Computershare Private Limited 141, Maker Chambers III, 14th Floor, Express Towers, Plot No. 17 to 24, Vithalrao Nagar, Nariman Point, Nariman Point, Madhapur, Hyderabad – 500 081, India Mumbai 400 021, India Mumbai 400 021, India SEBI Reg. No. : INR000000221 SEBI Reg. No. : INM000010361 SEBI Reg. No. : INM000010650 Telephone: +91 40 23420815-820 Tel: +91 22 6630 3030 Telephone: +91 22 2286 4400 Facsimile: +91 40 2342 0814 Facsimile: +91 22 2204 7185 Facsimile: +91 22 2288 2119. Email: [email protected] Website: www.jmfinancial.in Website: www.edelcap.com Website: www.karvy.com Email: [email protected] Email: [email protected] Contact Person: Mr. Murali Krishna Contact Person: Ms. Poonam Karande Contact Person: Mr. Pallav Shah ISSUE PROGRAMME BID / ISSUE OPENS ON : TUESDAY, DECEMBER 04, 2007 BID / ISSUE CLOSES ON : FRIDAY, DECEMBER 07, 2007 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS .................................................................................................................... i CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA ............................................. viii FORWARD-LOOKING STATEMENTS..................................................................................................................... ix RISK FACTORS ....................................................................................................................................................... x SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGIES ..................................................................... 1 SUMMARY OF FINANCIAL INFORMATION .......................................................................................................... 3 THE ISSUE .............................................................................................................................................................. 5 GENERAL INFORMATION ...................................................................................................................................... 6 CAPITAL STRUCTURE ............................................................................................................................................ 13 OBJECTS OF THE ISSUE ....................................................................................................................................... 22 BASIS FOR ISSUE PRICE ....................................................................................................................................... 25 STATEMENT OF TAX BENEFITS ............................................................................................................................ 27 INDUSTRY .............................................................................................................................................................