Draft Prospectus
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Draft Prospectus BRAHMA INTERACTIVE LIMITED (The Company was incorporated as Brahma International Limited on January 3, 1995 under the Companies Act, 1956 and obtained Certificate of Commencement of Business on January 31, 1995. The name was changed to Brahma Interactive Limited on June 19, 1996.) Registered Office: Tagore Centre, Rear Block “B”, 13-14 Ravindra Nath Tagore Marg, Behind Dawa Bazar Indore – 452 001 Tel: 91-731- 2704800/801/80; Fax: 91-731-2704804; E-mail: [email protected]; website:www.velocitycinemas.com Contact person: Mr. G.Muralidharan Pillai PUBLIC ISSUE OF 50,00,800 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PREMIUM OF RS. 17 PER SHARE AGGREGATING TO RS. 1,350.22 LACS, INCLUDING EMPLOYEE RESERVATION OF 5,00,000 EQUITY SHARES OF RS. 10/- EACH AT A PREMIUM OF RS. 17 PER SHARE AGGREGATING TO RS. 135.00. AND NET ISSUE TO THE PUBLIC OF 45,00,800 EQUITY SHARES OF RS. 10/- EACH AT A PREMIUM OF RS. 17 EACH AGGREGATING TO RS. 1,215.22 LACS. THE FACE VALUE OF THE EQUITY SHARES RS.10/- PER EQUITY SHARE AND THE ISSUE PRICE OF RS. 27 PER SHARE IS 2.7 TIMES OF THE FACE VALUE. RISK IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of Brahma Interactive Limited (the “Company”), there has been no formal market for the Equity Shares of the Company. The face value of shares is Rs.10/- and the issue is 2.7 times of the face value. The Issue Price (as has been determined and justified by the Lead Manager and Brahma Interactive Limited as stated herein under the paragraph on the Basis for the 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. 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 Draft Prospectus.The Issue is not graded by any Credit Rating Agency. Specific attention of the investors is invited to the summarized and detailed statements in Risk Factors beginning on page [•] of this Draft Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft 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 Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE CENTRUM CAPITAL LIMITED INTIME SPECTRUM REGISTRY LIMITED SEBI Regn No. INM000010445 SEBI Regn No. No. INR000003761 UIN No. 100016915 UIN No. 100002071 AMBI Reg. No: AMBI /087 C-13, Pannalal Silk Mills Compound, Khetan Bhavan, 5th Floor, L.B.S. Marg, 198, J Tata Road, Churchgate, Bhandup (West), Mumbai:400078 MUMBAI 400 020. Tel: +91 – 22 – 25960320 Tel: +91–22– 2202 3838 Fax: +91 – 22 – 25960329 Fax: +91–22– 2204 6096 Website: www.intimespectrum.com Website: www.centrum.co.in Email: [email protected] Email: [email protected] Contact Person: Mr Vishwas Attavar Contact Person: Ms.Sangeeta Sanghvi ISSUE SCHEDULE ISSUE OPENS ON: [•] ISSUE CLOSES ON: [•] LISTING The Equity Shares issued through this Draft Prospectus are proposed to be listed on National Stock Exchange of India Limited and Bombay Stock Exchange Limited. Brahma Interactive Limited has received in-principle approval from these Stock Exchanges for the listing of their Equity Shares pursuant to letters dated [y]. Bombay Stock Exchange Limited will be the designated Stock Exchange. TABLE OF CONTENTS TITLE Page No. SECTION I: DEFINITIONS AND ABBREVIATIONS SECTION II: RISK FACTORS 1. FORWARD-LOOKING STATEMENTS 2. RISK FACTORS SECTION III: INTRODUCTION 1. SUMMARY 2. GENERAL INFORMATION 3. CAPITAL STRUCTURE 4. OBJECTS OF THE ISSUE SECTION IV: ABOUT BRAHMA INTERACTIVE LIMITED 1. INDUSTRY OVERVIEW 2. BUSINESS OVERVIEW 3. HISTORY OF THE COMPANY 4. MANAGEMENT OF THE COMPANY 5. PROMOTERS OF THE COMPANY 6. RELATED PARTY TRANSACTIONS 7. DIVIDEND POLICY SECTION V: FINANCIAL STATEMENTS 1. FINANCIAL INFORMATION OF THE COMPANY 2. FINANCIAL INFORMATION OF GROUP COMPANIES 3. CHANGES IN ACCOUNTING POLICIES IN THE LAST 3 YEARS 4. MANAGEMENT DISCUSSIONS AND ANALYSIS SECTION VI: LEGAL AND OTHER INFORMATION 1. OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 2. GOVERNMENT APPROVALS SECTION VII: REGULATORY AND STATUTORY DISCLOSURES SECTION VIII: OFFERING INFORMATION 1. TERMS OF THE ISSUE 2. ISSUE PROCEDURE SECTION IX: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION SECTION X: OTHER INFORMATION 1. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONS 2. DECLARATION Brahma Interactive Limited SECTION: I: DEFINITIONS AND ABBREVIATIONS I. CONVENTIONAL / GENERAL TERMS: TERM DESCRIPTION Articles / Articles of Association / AoA Articles of Association of the Company Companies Act The Companies Act, 1956, as amended from time to time for the time being in force Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time for the time being in force Depository Participant A depository participant as defined under the Depositories Act FEMA Foreign Exchange Management Act, 1999, as amended from time to time and the regulations framed there under for the time being in force Financial Year/FY / Fiscal Period of twelve months ended March 31st of that particular year FIs Financial Institutions FII/ Foreign Institutional Investor Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995) registered with SEBI under applicable laws in India Indian GAAP Generally Accepted Accounting Principles in India I–T Act The Income-Tax Act, 1961, as amended from time to time and for the time being in force Memorandum / Memorandum of The Memorandum of Association of Brahma Interactive Limited Association / MoA NRI / Non-Resident Indian A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian Origin under FEMA (Transfer or Offer of Security by a Person Resident Outside India) Regulations, 2000. OCB Overseas Corporate Bodies SCRR Securities Contracts (Regulations) Rules, 1957 as amended from time to time SEBI The Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time and for the time being in force SEBI Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 27, 2000, as amended, including instructions and clarifications issued by SEBI from time to time i II. ISSUE RELATED TERMS: TERM DESCRIPTION Allotment Unless the context otherwise requires, issue of equity shares pursuant to this Issue Allottee The successful applicant to whom the Equity Shares are being / or have been issued or transferred Applicant Any prospective investor who makes an application pursuant to the terms of this Draft Prospectus Application Forms The Form in terms of which the investors shall apply for the equity shares of the company. Banker(s) to the Issue The Bank with which the investors will not be allowed to apply for shares under the issue. Issue Opening Date The date on which the issue opens for subscription. Issue Closing Date The date on which the issue closes for subscription. Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and during which prospective applicants can submit their application forms Lead Manager Lead Manager to the Issue, in this case being Centrum Capital Limited BSE Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited D/E Ratio Debt-Equity Ratio Designated Stock Exchange BSE DP Depository Participant Equity Shares Equity shares of face value of Rs.10 each of the Company unless otherwise specified in the context thereof Face Value Face Value of equity shares of the Company being Rs. 10/- each First Applicant The applicant whose name appears first in the Application Form GIR Number General Index Registry Number INR/ Rs Indian National Rupee Fresh Issue/ Issue/ Offer/ Public Issue Public issue of 50,00,800 Equity Shares of Rs.10/- each for cash at the issue price of Rs. 27/- aggregating to Rs. 1350.22 lacs by the company in terms of the Draft Prospectus Issuer Brahma Interactive Limited Net Issue Public Issue of 45,00,800 equity shares of Rs. 10/- each for cash at the issue price of