Global Vectra Helicorp Limited (Our Company Was Originally Incorporated As Azal India Private Limited on April 13, 1998
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C M Y K RED HERRING PROSPECTUS Dated September 21, 2006 Please read section 60B of the Companies Act, 1956 (The Red Herring Prospectus will be updated upon filing with the ROC) 100% Book Built Issue Global Vectra Helicorp Limited (Our Company was originally incorporated as Azal India Private Limited on April 13, 1998. We subsequently changed the name of our Company to Global Helicorp Private Limited pursuant to a special resolution of the shareholders passed at an extraordinary general meeting on May 23, 2003. This name was subsequently changed to Global Vectra Helicorp Private Limited pursuant to a special resolution of the shareholders passed at an extraordinary general meeting on August 26, 2004. The name was changed to Global Vectra Helicorp Limited and the fresh certificate of incorporation consequent on change of name was granted to our Company on October 10, 2005 by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. See “History and Corporate Structure” on page 56 of this Red Herring Prospectus for further details) Registered Office: A-54, Kailash Colony, New Delhi 110 048 Corporate Office: 202, Krishna Kunj, V. L. Mehta Marg, JVPD Scheme, Mumbai 400 056 Tel: (91 22) 2618 6155; Fax: (91 22) 2617 6501 Email: [email protected]; Website: http://www. globalhelicorp.com (Our registered office was shifted from 84-E, C-6 Lane (Off Central Avenue) Sainik Farms, New Delhi 110 062 to the current address by a resolution of our Board dated January 4, 2005.) Company Secretary: Navin Chowdhary and Compliance Officer: Vikram D. Kakaiya PUBLIC ISSUE OF 3,500,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [ ] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. [] PER EQUITY SHARE AGGREGATING RS. [] MILLION COMPRISING A FRESH ISSUE OF 2,800,000 EQUITY SHARES OF RS. 10 EACH BY THE COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE BY AZAL AZERBAIJAN AVIATION LIMITED OF 700,000 EQUITY SHARES OF RS. 10 EACH (THE “OFFER FOR SALE”). THE FRESH ISSUE AND THE OFFER FOR SALE ARE JOINTLY REFERRED TO AS THE “ISSUE”. THE ISSUE WOULD CONSTITUTE 25.0% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. PRICE BAND: RS. 175 TO RS. 200 PER EQUITY SHARE OF FACE VALUE OF RS. 10 EACH. THE FLOOR PRICE IS 17.5 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 20 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (“NSE”) and the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the member of Syndicate. The Issue is being made through the 100% book building process wherein at least 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, at least 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and at least 35% of the 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. We have not opted for IPO grading of this Issue. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of 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 is Rs.10 per Equity Share and the Issue Price is [] times of the face value. The Issue Price (as determined by the Company, and the Selling Shareholder in consultation with the Book Running Lead Managers on the basis of assessment of market demand for the Equity Shares offered 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 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 Issuer 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” on page xi of this Red Herring Prospectus. COMPANY’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY The Company and the Selling Shareholder having made all reasonable inquiries, accept responsibility for and confirm 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 ARRANGEMENT The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to letters dated June 27, 2006 and July 17, 2006 respectively. For purposes of this Issue, the Designated Stock Exchange is the NSE. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE SBI Capital Markets Limited Intime Spectrum Registry Limited 202, Maker Towers ‘E’, Cuffe Parade, C-13, Pannalal Silk Mills Compound, Mumbai 400 005 LBS Marg, Bhandup (West), Mumbai 400 078, India Tel: (91 22) 2218 9166 Fax: (91 22) 2218 8332 Tel. : (91 22) 2596 0320 Fax. : (91 22) 2596 0329 Email: [email protected] Email: [email protected] Website: www.sbicaps.com Website: www.intimespectrum.com Contact Person: Rajneesh Kumar Contact Person: Salim Shaikh BID / ISSUE PROGRAM BID/ISSUE OPENS ON : SEPTEMBER 29, 2006 (FRIDAY) BID/ISSUE CLOSES ON : OCTOBER 6, 2006 (FRIDAY) C M Y K TABLE OF CONTENTS SECTION I – GENERAL .................................................................................................................................................................... i DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................... i CERTAIN CONVENTIONS; USE OF INDUSTRY AND MARKET DATA .................................................................................. ix FORWARD-LOOKING STATEMENTS ............................................................................................................................................ x SECTION II- RISK FACTORS ......................................................................................................................................................... xi SECTION III – INTRODUCTION ................................................................................................................................................... 1 SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGY ............................................................................................. 1 SUMMARY FINANCIAL INFORMATION .................................................................................................................................... 4 THE ISSUE ........................................................................................................................................................................................... 6 GENERAL INFORMATION .............................................................................................................................................................. 7 CAPITAL STRUCTURE ..................................................................................................................................................................... 14 OBJECTS OF THE ISSUE ................................................................................................................................................................... 20 BASIS FOR ISSUE PRICE ................................................................................................................................................................... 26 STATEMENT OF TAX BENEFITS ..................................................................................................................................................