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Information Memorandum of Tube

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Information Memorandum of Tube Information Memorandum TUBE INVESTMENTS OF INDIA LIMITED (formerly, TI Financial Holdings Limited) [CIN:U35100TN2008PLC069496] ‘Dare House’, 234, N S C Bose Road, Chennai – 600 001 Tel: 91.44.42177770-5 Fax: 91.44.42110404 E-mail: [email protected] Website: www.tiindia.com Contact Person: Mr. S Suresh, Company Secretary Tube Investments of India Limited (Formerly, TI Financial Holdings Limited) was incorporated on 6th October, 2008 as a Public Limited Company. It obtained Certificate for Commencement of Business on 11th May, 2009. The Company changed its name from TI Financial Holdings Limited to Tube Investments of India Limited consequent to sanction of the Scheme of Arrangement (Demerger) by National Company Law Tribunal, Chennai, vide its Order dated 17th July, 2017. Accordingly, the Registrar of Companies, Chennai has approved the change of name and issued a fresh Certificate of Incorporation on 10th August, 2017. INFORMATION MEMORANDUM FOR LISTING OF 18,74,90,591 EQUITY SHARES OF RE.1/- EACH OF THE COMPANY THIS INFORMATION MEMORANDUM IS FOR THE PURPOSE OF LISTING OF THE 18,74,90,591 EQUITY SHARES OF RE.1/- EACH FULLY PAID UP ALLOTTED TO THE SHAREHOLDERS OF TI FINANCIAL HOLDINGS LIMITED (FORMERLY, TUBE INVESTMENTS OF INDIA LIMITED VIZ., THE DEMERGED COMPANY) PURSUANT TO THE SCHEME OF ARRANGEMENT (DEMERGER) SANCTIONED BY THE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI VIDE ITS ORDER DATED 17TH JULY, 2017. NO EQUITY SHARE OF THE COMPANY IS PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM. GENERAL RISK Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity instruments of Tube Investments of India Limited, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company including the risks involved. Investors are advised to read the Risk Factors carefully before taking an investment decision to invest in the shares of Tube Investments of India Limited. The equity shares of Tube Investments of India Limited 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 document. Specific attention of the investors is invited to the statement of Risk Factors as set out under Section II of this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY Tube Investments of India Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Tube Investments of India Limited and the equity shares of Tube Investments 1 of India Limited, which is material, that the information contained in this Information Memorandum 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. LISTING The equity shares of Tube Investments of India Limited are proposed to be listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has submitted this Information Memorandum to BSE & NSE and the same has been made available on the Company’s website viz. www.tiindia.com. This Information Memorandum would also be made available on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com). Registrar & Share Transfer Agent Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32 Gachibowli Financial District, Nanakramguda, Serilingampally Hyderabad – 560 032. Tel: 91-44-67162222; Fax: 91-44-23001153 Toll free: 1800-345-4001 Email : [email protected] 2 TABLE OF CONTENTS Page no. SECTION 1: GENERAL Definitions/Abbreviations 4 Forward Looking Statements 6 SECTION 2: RISK FACTORS 7 SECTION 3: INTRODUCTION AND ABOUT THE COMPANY General Information 8 Brief Summary of the Business 19 Industry Outlook 22 Capital Structure 23 Summary of Financial Information 30 Scheme of Arrangement 36 Statement of Tax Benefits 38 Board of Directors and Management 52 Promoter and Promoter Group 53 Dividend Policy 58 SECTION 4: LEGAL AND OTHER INFORMATION Outstanding Litigation and Material Development 58 Other Regulatory and Statutory Disclosures 66 SECTION 5: OTHER INFORMATION Main provisions of the Articles of Association 70- Material Contracts and Documents for Inspection 102 Declaration 103 3 SECTION 1: GENERAL DEFINITIONS Act The Companies Act, 1956, the rules and regulations made thereunder and will include any statutory modification or reenactment thereof for the time being in force and also mean and refer to corresponding sections of the Companies Act, 2013, the rules and regulations made thereunder, as and when such corresponding sections are notified by the Central Government. Activities Manufacturing of tubes, strips, tubular components, bicycles and fitness products, chains for automobile sector and industrial applications, roll-formed sections and other metal formed products Appointed Date 1st April, 2016 Articles Articles of Association of the Company Audit Committee Committee constituted by the Board in compliance with Regulation 18 of the SEBI Listing Regulations Board Board of Directors of the Company Certificate of Certificate dated 6th October 2008 received from the Registrar of Incorporation Companies (ROC) Certificate for Certificate dated 11th May, 2009 received from the ROC Commencement of Business Demerged Company TI Financial Holdings Limited (formerly Tube Investments of India Limited) Designated Stock BSE Limited Exchange Resulting Company The Company viz., Tube Investments of India Limited (formerly TI Financial Holdings Limited) Directors Directors on the Board and Director shall mean any one of them Effective Date The date on which the Scheme became effective upon filing of the Order of the National Company Law Tribunal, dated 17th July, 2017 sanctioning the Scheme, with the RoC viz., the 1st of August 2017 Equity Share(s) Fully paid-up Equity Share(s) of Re. 1/- each of the Company Equity Shareholder(s) Holder(s) of Equity Shares of the Company Information This updated Information Memorandum being filed with the Stock Memorandum Exchanges Investor Grievance Committee constituted by the Board in compliance with Regulation Committee 20 of the SEBI Listing Regulations IT Act Income Tax Act, 1961 and includes any statutory amendment or re- enactment thereof for the time being in force Listing Agreements The Agreements entered into by the Company with the Stock Exchanges Memorandum or MOA Memorandum of Association of the Company Promoter Persons and entities listed in the section on “Promoter and Promoter Group” Record Date 28th August, 2017, the date fixed by the Board of Directors of the Demerged Company for the purpose of determining the shareholders of the Demerged Company, eligible for allotment of equity shares of the Resulting Company pursuant to the Scheme 4 Registrar/Share Karvy Computershare Private Limited, Karvy Selenium Tower B, Transfer Agent Plot No. 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 560 032 Scheme Scheme of Arrangement between TI Financial Holdings Limited (formerly Tube Investments of India Ltd – Demerged Company), Tube Investments of India Limited (formerly TI Financial Holdings Limited – Resulting Company) and their respective shareholders as approved by the National Company Law Tribunal, Chennai on 17th July, 2017 and which became effective from the Effective Date viz. 1st August, 2017 upon the filing of the Certified copy of the NCLT Order the Registrar of Companies. SEBI Act Securities and Exchange Board of India Act, 1992 includes any statutory amendment or re-enactment thereof for the time being in force SEBI Listing Securities and Exchange Board of India (Listing Obligations and Regulations Disclosure Requirements) Regulations, 2015, for the time being in force Stock Exchange BSE or NSE and Stock Exchanges shall mean BSE and NSE ABBREVIATIONS BSE BSE Limited NSE National Stock Exchange of India Limited CDSL Central Depository Services (India) Limited NSDL National Securities Depository Limited CEO Chief Executive Officer CFO Chief Financial Officer CIN Corporate Identity Number DIN Director Identification Number DR Depository Receipts DSE Designated Stock Exchange EPS Earnings per Share NA Not Applicable ROC Registrar of Companies, Tamil Nadu, Chennai SEBI Securities and Exchange Board of India In the Information Memorandum, all reference to one gender also refers to the other gender and the word “lakh” or “lac” means “one hundred thousand” and the word “million” means “ten lacs” and the word “Crore” means “ten million”. Certain conventions; Use of Market data Unless stated otherwise, the financial data in the Information Memorandum is derived from the Company’s financial statements pursuant to the Scheme. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular “fiscal year” are to the twelve-month period ended March 31 of that year. In the Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off of such amounts. 5 All references to “India” contained in the Information Memorandum are to the Republic
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