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SPICE COMMUNICATIONS LIMITED (Originally Incorporated As a Private Limited Company on March 28, 1995 Under the Name of “Modicom Network Private Limited”

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SPICE COMMUNICATIONS LIMITED (Originally Incorporated As a Private Limited Company on March 28, 1995 Under the Name of “Modicom Network Private Limited” RED HERRING PROSPECTUS Dated: June 18, 2007 Please read Section 60B of the Companies Act, 1956 (To be updated upon filing with RoC) (100 % Book Building Issue) SPICE COMMUNICATIONS LIMITED (Originally incorporated as a private limited company on March 28, 1995 under the name of “Modicom Network Private Limited”. The Company subsequently became a deemed public company under section 43(1A) of the Companies Act, 1956 with effect from April 1, 1999 and the name of the Company was changed to “Modicom Network Limited”. The name of the Company was further changed to “Spice Communications Limited” vide fresh Certificate of Incorporation dated December 3, 1999. With addition of the word ‘Private’ in the name of the Company under Section 43A (2A) of the Companies Amendment Act, 2000, the name was again changed to “Spice Communications Private Limited” with effect from October 28, 2003. On December 28, 2006, the Company was converted into a public limited company and the name was changed to “Spice Communications Limited”. Our Registered Office is situated at 60-D Sainik Farms, New Delhi – 110062, Phone No: (91 11) 6546 9839-43 Fax No: (91 11) 2955 2642, Our Corporate Office is situated at Spice Towers, No. 75, Richmond Road, Civil Station, Bangalore-560 025, Phone No.: (91 80) 2209 8311, Fax No. : (91 80) 2209 8312 and our head office is situated at D 1, Sector 3, NOIDA, District Gautam Budh Nagar, Uttar Pradesh – 201301, Phone No: (91 120) 436 3600/3800, Fax No: (91 120) 432 0467. The Company shifted its Registered office from 13th Floor Hemkunt Tower, 98, Nehru Place, New Delhi – 110019 to 60-D, Sainik Farms, New Delhi – 110062 with effect from April 13, 2004.) Contact Person: Ms Preeti Malhotra, Compliance Officer and Company Secretary, Phone Number (91 120) 436 3600, 436 3800, Fax Number (91 120) 436 3845 E-mail [email protected], Website: www.spiceindia.com PUBLIC ISSUE OF 113,111,111 EQUITY SHARES OF RS. 10 EACH OF SPICE COMMUNICATIONS LIMITED (“COMPANY” OR ISSUER”) FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. [z] PER EQUITY SHARE AGGREGATING TO RS. [z] MILLION (‘THE ISSUE’). THE ISSUE COMPRISES A NET ISSUE TO PUBLIC OF 111,111,111 EQUITY SHARES AND A RESERVATION FOR ELIGIBLE EMPLOYEES OF UP TO 2,000,000 EQUITY SHARES AT THE ISSUE PRICE. THE ISSUE WILL CONSTITUTE 16.39%OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY. THE NET ISSUE WOULD CONSTITUTE 16.10% OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL THE COMPANY. PRICE BAND: RS. 41 TO RS. 46 PER EQUITY SHARE OF FACE VALUE OF RS. 10/- THE FACE VALUE OF EQUITY SHARES IS RS. 10/- AND THE FLOOR PRICE IS 4.1 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 4.6 TIMES OF THE FACE VALUE In terms of Rule 19(2) (b) of the Securities Contracts Regulation Rules, 1957, as amended from time to time (“SCRR”), with respect to the issue being less than 25% of post Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be allocated to QIB Bidders, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 30% of the Net 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. Further, 2,000,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price. In case of revision in the Price Band, the Bidding/Issue Period shall be extended for 3 additional working days after such revision, 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, shall be widely disseminated by notification to the Bombay Stock Exchange Limited, by issuing a press release and by indicating the changes on the websites of the Book Running Lead Managers (“BRLMs”) and on the terminals of the members of the Syndicate. RISK IN RELATION TO THE FIRST ISSUE TO THE PUBLIC This being the first public issue of the Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares of the Company is Rs. 10/- per share and the Issue Price of Rs. [z] per share is [z] times of the face value of the Equity Shares of the Company. The Issue Price (as has been determined and justified by the Book Running Lead Manager and the Company as stated herein under the paragraph ‘Basis of Issue Price’) 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 of the Company or regarding the price at which the Equity Shares will be traded after listing. We have not opted for the grading of this Issue. 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 xiv of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, 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 Bombay Stock Exchange Limited (BSE). The in-principle approval of BSE for listing of Equity Shares of the Company has been received pursuant to letter dated April 9, 2007. For the purposes of this Issue, BSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER REGISTRARS TO THE ISSUE ENAM Financial Consultants Private Limited Karvy Computershare Private Limited 801, Dalamal Towers, Nariman Point, ‘‘Karvy House”, 46, Avenue 4, Street No. 1, Mumbai 400 021 India Banjara Hills, Hyderabad – 500 034 India Tel: +91 22 6638 1800 Tel: +91 18 003454001 Fax: +91 22 2284 6824 Fax: +91 40 2343 1551 Email: [email protected] Email: [email protected] Website: www.enam.com Website: www.karvy.com Contact Person : Mr. Ashish Kumbhat Contact Person: Mr. Murali Krishna BID/ISSUE PROGRAMME BID/ISSUE OPENS ON: JUNE 25, 2007 BID/ISSUE CLOSES ON: JUNE 27, 2007 TABLE OF CONTENTS Description PAGE NO. SECTIONS I : DEFINITIONS AND ABBREVIATIONS i CONVENTIONAL/ GENERAL TERMS i OFFERING RELATED TERMS ii COMPANY / INDUSTRY RELATED TERMS / DEFINITIONS vi ABBREVIATIONS OF GENERAL TERMS ix SECTIONS II: RISK FACTORS xi CERTAIN CONVENTIONS; USE OF FINANCIAL AND MARKET DATA xi FORWARD LOOKING STATEMENTS xiii RISK FACTORS xiv SECTIONS III: INTRODUCTION 1 SUMMARY 1 SUMMARY FINANCIAL INFORMATION 4 THE ISSUE 8 GENERAL INFORMATION 9 CAPITAL STRUCTURE OF THE COMPANY 19 OBJECTS OF THE ISSUE 28 TERMS OF THE ISSUE 34 BASIS FOR ISSUE PRICE 37 STATEMENT OF TAX BENEFITS 40 SECTIONS IV: ABOUT THE ISSUER COMPANY 46 INDIAN TELECOM INDUSTRY- AN OVERVIEW 46 OUR BUSINESS 60 DESCRIPTION OF INDEBTEDNESS 78 REGULATIONS AND POLICIES IN INDIA 84 HISTORY AND CERTAIN CORPORATE MATTERS 99 OUR MANAGEMENT 114 OUR PROMOTERS 128 PROMOTER GROUP 131 DIVIDEND POLICY 167 SECTION V: FINANCIAL INFORMATION OF THE COMPANY 168 FINANCIAL STATEMENTS OF THE COMPANY 168 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND US GAAP 262 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 271 SECTION VI: LEGAL AND OTHER INFORMATION 295 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 295 GOVERNMENT LICENSES AND OTHER APPROVALS 362 SECTION VII: OTHER REGULATORY AND STATUTORY DISCLOSURES 366 SECTION VIII: OFFERING INFORMATION 374 ISSUE STRUCTURE 374 ISSUE PROCEDURE 377 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 404 SECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY 407 SECTION X: OTHER INFORMATION 435 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 435 DECLARATION 437 Spice Communications Limited SECTION I: DEFINITIONS AND ABBREVIATIONS DEFINITIONS Term Description “Spice Communications Limited” or Spice Communications Limited, a public limited company incorporated under the “Issuer Company” or “Spice” or Companies Act, 1956 with its Registered office at 60-D Sainik Farms, New Delhi “SCL” or “the Company” or “our – 110062, India.
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