Utv Software Communications Limited
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Draft Red Herring Prospectus Please read Section 60B of the Companies Act, 1956 Dated [ ] (Draft Red Herring Prospectus will be updated upon ROC filing) 100% Book Building Issue UTV SOFTWARE COMMUNICATIONS LIMITED (Originally incorporated as ‘United Software Communications Private Limited’ on June 22, 1990 in Mumbai under the Companies Act, 1956. The Company became a deemed Public Limited Company and the word ‘Private’ was deleted on November 27, 1995. The Company amended its Articles of Association at the Extra-Ordinary General Meeting held on May 8, 2000 after which the Company became a Public Limited Company. Subsequently, the name was changed to ‘UTV Software Communications Limited’ with effect from March 19, 1998, hereinafter referred to as (“UTV/The Company/The Issuer”) Registered Office & Corporate Office: Paarijaat House, 1076, Dr. E.Moses Road, Worli Naka, Mumbai 400 018 (Formerly located at ‘A’ Block, Shivsagar Estate, Dr. A.B.Road, Worli, Mumbai 400 018 and subsequently shifted to UTV House,#7 Marwah Estate’ Krishanlal Marwah Marg, Saki Naka, Andheri (E), Mumbai – 400 072, India) Phone: +91 22 2490 5353; Fax: +91 22 2490 5370 Website: www. utvnet.com; Email: [email protected] Public Issue of 5,999,950 equity shares comprising fresh issue of 3,000,000 equity shares of Rs.10 each at a price of Rs.[] for cash aggregating Rs.[] lakhs and offer for sale of 2999,950 equity shares of Rs.10 each at a price of Rs.[] for cash aggregating Rs.[] lakhs (hereinafter referred to as the “Issue”) comprising reservation of 299,950 equity shares for employees on a competitive basis; net issue to public of 5,700,000 equity shares . The ‘net issue to public’ would constitute 31.68% of the fully diluted post issue paid-up capital of the Company. The Issue is being made through 100% Book Building Process wherein up to 50% of the Net Issue to Public shall be allocated to Qualified Institutional Buyers on a discretionary basis, not less than 25% of the Net Issue to Public would be allocated to Non-Institutional Investors and not less than 25% of the Net Issue to Public would be allocated to Retail Individual Investors on a proportionate basis, subject to valid bids being received from them at or above the Issue Price. Price Band: Rs.__ To Rs.__ Per Equity Share Of Rs.10 Each The Issue Price is [x] times of the face value RISK IN RELATION TO FIRST ISSUE This being the first issue of the Equity Shares of UTV, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10/- (Rupees Ten Only) and the Issue Price is [x] times of the face value. The Issue Price (as determined by the Company and CDP Media Holding (India) Limited, Mauritius in consultation with the Book Running Lead Manager, 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 of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS 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 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 Red Herring Prospectus. Specific attention of the investors is invited to the statements in Risk Factors beginning on page no. iv of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Draft Red Herring 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 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 Draft 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 of the Company issued through this Draft Red Herring Prospectus are proposed to be listed on The Stock Exchange, Mumbai and the National Stock Exchange of India Limited. We have received in-principle approvals for listing our Equity Shares from the aforesaid stock exchanges through their letters dated ____ and _____ respectively. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE ENAM FINANCIAL CONSULTANTS PRIVATE LIMITED KARVY COMPUTERSHARE PRIVATE LIMITED 801, Dalamal Towers “Karvy House” Nariman Point 46, Avenue 4, Street No. 1 Mumbai Banjara Hills, India 400 021 Hyderabad 500 034 Tel. : +91- 22- 5638 1800 Andhra Pradesh, India’ Fax. : +91- 22- 2284 6824 Tel. : +91- 40- 2331 2454 Email: [email protected] Fax. : +91- 40- 2331 1968 Email: [email protected] ISSUE PROGRAMME BID/ISSUE OPENS ON BID/ISSUE CLOSES ON TABLE OF CONTENTS Definitions and Abbreviations a Issue Related Abbreviations e SECTION I: RISK FACTORS Certain Conventions; Use of Market Data i Forward-Looking Statements ii Currency of Presentation iii Risk Factors iv SECTION II: INTRODUCTION Summary 1 Our Competitive Strengths 3 Our Strategy 5 The Issue 6 General Information 7 Capital Structure 19 Objects Of the Issue 29 SECTION III: ABOUT US Industry Overview 34 Business Overview 35 Our History 81 Our Management 87 Our Promoters 102 Our Subsidiaries 103 Our Group Companies 107 Our Joint Ventures 110 SECTION IV: FINANCIAL INFORMATION Unconsolidated Statements of Assets and Liabilities and Profits and Losses as Restated Under Indian GAAP ( Including subsidiaries) for the year ended March 31, 1999,2000, 2001,2002,2003 and Ten months ended January 31, 2004 114 Management Discussion and Analysis of Financial Condition and Results of Objectives 187 SECTION V: LEGAL AND REGULATORY INFORMATION Outstanding Litigations 196 Material Developments 203 Government Approvals 204 Dividend Policy 207 Statement of tax Benefits 208 SECTION VI: OFFERING INOFRMATION Terms of the Issue 209 Issue Structure 211 Issue Procedure 213 Basis for Issue Price 229 Section VII: OTHER INFORMATION Statutory and Other Information 232 Main provisions of Articles of Association of UTV Software Communications Limited 237 Material Contracts and Documents for Inspections 240 Declaration 242 DEFINITIONS AND ABBREVIATIONS Definitions Term Description “UTV”, “our Company”, Unless the context otherwise requires, refers to UTV Software “UTV Software Communications Limited, a public limited company incorporated Communications Limited”, under the Companies Act 1956 “we”, “us”, “UTV and its subsidiaries” and “our” You Unless the context otherwise requires, refers to, investors Issue Related Terms Term Description Articles/Articles of Association Articles of Association of UTV Software Communications Limited Auditors The statutory auditors of the Company: Price Waterhouse & Co., Chartered Accountants Bid An offer made during the Bidding Period by a prospective investor to subscribe/purchase to Equity Shares of the Company at a price within the Price Band, including all revisions and modifications thereto Bid Price/ Bid Amount The amount equal to highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder on submission of the Bid in the Issue Bid Closing Date /Issue The date after which the members of the Syndicate will not accept any Closing Date Bids for the Issue, which shall be notified in a widely circulated English national newspaper, Hindi national newspaper and regional language newspaper (where the registered office of the Company is situated) Bid-cum-Application Form The form in terms of which the Bidder shall make an offer to subscribe/purchase the Equity Shares of the Company and which will be considered as the application for allotment/transfer of the Equity Shares in terms of this Draft Red Herring Prospectus Bid Opening Date / Issue The date on which the members of the Syndicate shall start accepting Opening Date Bids for the Issue, which shall be the date notified in an English national newspaper, a Hindi national newspaper and regional language newspaper (where the registered office of the Company is situated) with wide circulation Bidder Any prospective investor who makes a Bid pursuant to the terms of this Draft Red Herring Prospectus Bidding Period / Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids Board / Board of Directors The Board of Directors of UTV Software Communications Limited or a committee thereof Book Building Process Book building route as provided under Chapter XI of the SEBI Guidelines, in terms of which the Issue is made Book Running Lead Enam Financial Consultants Private Limited Manager/BRLM BSE The Stock Exchange, Mumbai CAN Means the note or advice