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3I Infotech Limited

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3I Infotech Limited PROSPECTUS Dated Apirl 7, 2005 Please read Section 60 of the Companies Act, 1956 100% Book Building Issue 3i Infotech Limited (Originally incorporated as ICICI Investors’ Services Limited on October 11, 1993 under the Companies Act, 1956, with its registered office at 163, Backbay Reclamation, Bombay 400 020. The name was changed to ICICI Infotech Services Limited on March 9, 1999. Subsequently, the name was changed to ICICI Infotech Limited on October 23, 2002. The name has been changed to 3i Infotech Limited on January 20, 2005. The registered office was shifted to Maratha Mandir Annex, Dr. A. R. Nair Road, Mumbai Central, Mumbai 400 008 with effect from January 15, 1998. Subsequently, the registered office was shifted to Zenith House, K. K. Marg, Mahalaxmi, Mumbai 400 034 with effect from September 14, 2000. On July 22, 2002 the registered office was shifted to the address below.) Registered Office: Tower # 5, 3 rd to 6 th Floors, International Infotech Park, Vashi, Navi Mumbai 400 703 Tel:(91 22) 5592 8090; Fax:(91 22) 5592 8094; Contact person: Mr. Shivanand Shettigar; Email:[email protected] Website:www.3i-infotech.com Public Issue of 20,000,000 Equity Shares of Rs. 10 each for cash at a price of Rs.100 per Equity Share aggregating Rs. 2,000 million, (the “Issue”) by 3i Infotech Limited (“3i Infotech” or the “Company” or the “Issuer”). 400,000 Equity Shares will be reserved in the Issue for subscription by permanent employees and directors in India of the Company (the “Employee Reservation Portion”). There will also be a Green Shoe Option of 3,000,000 Equity Shares for cash at a price of Rs. 100 per Equity Share aggregating Rs. 300 million. The Issue and the Green Shoe Option aggregate Rs. 2,300 million. The face value of the Equity Shares is Rs. 10. The Issue will constitute 39.21% of the fully diluted post Issue paid-up capital of the Company assuming that the Green Shoe Option is not exercised and 42.59% assuming that the Green Shoe Option is exercised in full. The Issue is being made through the 100% Book Building Process wherein upto 50% of the Net Issue will be allocated on a discretionary basis to Qualified Institutional Buyers (“QIBs”). Further, a minimum of 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and a minimum of 35% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Issue Price. ISSUE PRICE Rs. 100 PER EQUITY SHARE OF Rs. 10 EACH The Issue Price is 10.0 times of the face value RISKS IN RELATION TO FIRST ISSUE This being the first issue of the Equity Shares of the Company, there has been no market for the Equity Shares. The face value of the Equity Shares is Rs. 10 and the Issue Price is 10 times of the face value. The Issue Price (as determined by the Company in consultation with the Book Running Lead Managers and Co-Book Running Lead Manager, on the basis of assessment of market demand for the Equity Shares issued 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 RISK Investment 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 issued 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 Prospectus. Specific attention of the investors is invited to the statements on Risk Factors beginning on page number (i) of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this 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 Prospectus is true and correct in all material respects 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENT The Equity Shares are proposed to be listed on the National Stock Exchange of India Limited (Designated Stock Exchange) and The Stock Exchange, Mumbai (“BSE”) and the Company has received in principle approvals from these stock exchanges for the listing of its Equity Shares pursuant to letters dated March 2, 2005 and February 24, 2005 respectively. BOOK RUNNING LEAD MANAGERS (“BRLMs”) REGISTRAR TO THE ISSUE MCS LIMITED JM Morgan Stanley DSP Merrill Sri Padmavathi Bhavan, Private Limited, Lynch Limited, Plot no. 93, Road no. 16, 141 Maker Chambers III, Mafatlal Centre, 10th Floor, MIDC Area, Andheri (East), Nariman Point, Mumbai 400 021 Nariman Point, Mumbai 400 021 Mumbai – 400 093 Tel: (91 22) 5504 0404 Tel: (91 22) 2265 1702 Tel no: (91-22) 2820 1785 Fax: (91 22) 5630 1694 Fax: (91 22) 2262 1187 Fax no: (91-22) 2820 1783 Email:[email protected] Email: [email protected] Email: [email protected] Website:www.jmmorganstanley.com Website:www.dspml.com Website: www.mcsind.com ISSUE PROGRAMME BID/ISSUE OPENED ON : MARCH 30, 2005 BID/ISSUE CLOSED ON : APRIL 04, 2005 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS ...................................................................................................................... a FORWARD-LOOKING STATEMENTS ...................................................................................................................... h EXCHANGE RATES ..................................................................................................................................................... i RISK FACTORS ............................................................................................................................................................. (i) SUMMARY .................................................................................................................................................................... 1 SELECTED HISTORICAL CONSOLIDATED INFORMATION OF THE COMPANY IN ACCORDANCE WITH INDIAN GAAP ................................................................................................................. 5 THE ISSUE..................................................................................................................................................................... 8 GREEN SHOE OPTION ................................................................................................................................................ 9 GENERAL INFORMATION .......................................................................................................................................... 12 BUSINESS ..................................................................................................................................................................... 23 CAPITAL STRUCTURE ................................................................................................................................................ 44 OBJECTS OF THE ISSUE............................................................................................................................................ 55 DIVIDEND POLICY ....................................................................................................................................................... 57 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS PER INDIAN GAAP) ............................................................................................................. 58 INFRASTRUCTURE ..................................................................................................................................................... 86 OUR HISTORY AND MAIN OBJECTS ...................................................................................................................... 87 OUR SUBSIDIARIES AND AFFILIATES ................................................................................................................... 91 MANAGEMENT ............................................................................................................................................................ 99 OUR PROMOTERS ....................................................................................................................................................... 108 OUTSTANDING LITIGATION ...................................................................................................................................... 128 GOVERNMENT APPROVALS ..................................................................................................................................... 143 DESCRIPTION OF CERTAIN INDEBTEDNESS .......................................................................................................
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