AUTOMOTIVE STAMPINGS and ASSEMBLIES LIMITED (Originally Incorporated As a Public Limited Company Under the Companies Act, 1956 on March 13, 1990 As JBM Tools Limited
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C M Y K DRAFT LETTER OF OFFER Dated July 10, 2008 For Equity Shareholders of the Company Only AUTOMOTIVE STAMPINGS AND ASSEMBLIES LIMITED (Originally incorporated as a public limited company under the Companies Act, 1956 on March 13, 1990 as JBM Tools Limited. Subsequently, on August 1, 2003, the name was changed to Automotive Stampings and Assemblies Limited) Registered Office: G-71/2, MIDC Industrial Area, Bhosari, Pune 411 026 Tel: +91 20 6631 4300 Fax: +91 20 2712 3147 E-mail: [email protected] Website: www.autostampings.com (The Registered Office of Our Company was shifted from Chiranjiv Tower, 43, Nehru Place, New Delhi 110 019 to 703B-704, 89, Hemkunt Chambers, Nehru Place, New Delhi 110 019 effective July 1, 1998. It was further shifted from 703B-704, 89, Hemkunt Chambers, Nehru Place, New Delhi 110 019 to its present location at G-71/2, MIDC Industrial Area, Bhosari, Pune 411 026 effective June 8, 2001) Contact Person: Mr. Shailendra Dindore, Company Secretary and Compliance Officer ISSUE OF [] FULLY PAID-UP EQUITY SHARES OF RS 10 EACH FOR CASH AT A PRICE OF RS. [] (INCLUDING A SHARE PREMIUM OF RS. []) PER EQUITY SHARE AGGREGATING UP TO RS. 350.00 MILLION ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [] FULLY PAID-UP EQUITY SHARE FOR EVERY [] FULLY PAID-UP EQUITY SHARES HELD ON THE RECORD DATE, i.e. []. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 PER EQUITY SHARE. THE ISSUE PRICE OF RS. [] IS [] TIMES THE FACE VALUE OF THE EQUITY SHARES. 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 securities 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 document. Investors are advised to refer to “Risk Factors” beginning on page ii of the Draft Letter of Offer before making an investment in the Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Draft Letter of Offer 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 the Draft Letter of Offer 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 the Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). We have received in-principle approval from all these Stock Exchanges for listing of Equity Shares arising from the Issue vide their letters dated [] and [] respectively. For the purpose of the Issue, the Designated Sock Exchange is []. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE YES Bank Limited Intime Spectrum Registry Limited Nehru Centre, 12th Floor, C-13, Pannalal Silk Mills Compound, Discovery of India, Dr. A.B.Road, Worli, Mumbai 400 018 LBS Road, Bhandup (West) Tel: + 91 22 6669 9144/ 9284 Mumbai 400 078 Fax: + 91 22 2497 4158 Tel: +91 22 2596 0320 Email id: [email protected] Fax: +91 22 2596 0329 Investors’ Grievances Email id: [email protected] Email: [email protected] Contact Person: Mr. Gautam Badalia/ Mr. Mayur Sarma Contact Person: Ms. Awani Thakkar Website: www.yesbank.in Website: www.intimespectrum.com SEBI Registration No.:MB / INM000010874 SEBI Registration No.: INR000003761 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR RECEIVING REQUEST ISSUE CLOSES ON FOR SPLIT FORMS [], 2008 [], 2008 [], 2008 C M Y K TABLE OF CONTENTS OVERSEAS SHAREHOLDERS a SECTION I: DEFINITIONS & ABBREVIATIONS d DEFINITIONS & ABBREVIATIONS d CERTAIN CONVENTIONS - PRESENTATION OF FINANCIAL INFORMATION AND USE OF h MARKET DATA SECTION II: RISK FACTORS i FORWARD-LOOKING STATEMENTS i RISK FACTORS ii SECTION III: INTRODUCTION 1 SUMMARY INDUSTRY OVERVIEW 1 SUMMARY BUSINESS OVERVIEW 2 SUMMARY FINANCIAL INFORMATION 6 THE ISSUE 11 GENERAL INFORMATION 12 CAPITAL STRUCTURE 19 OBJECTS OF THE ISSUE 27 BASIC TERMS OF THE ISSUE 34 BASIS FOR ISSUE PRICE 35 STATEMENT OF TAX BENEFITS 37 SECTION IV: ABOUT US 54 INDUSTRY OVERVIEW 54 OUR BUSINESS 64 REGULATIONS AND POLICIES 81 OUR HISTORY AND MAIN OBJECTS 87 OUR MANAGEMENT 90 PROMOTER 113 OUR GROUP COMPANIES 120 RELATED PARTY TRANSACTIONS 144 DIVIDEND POLICY 145 SECTION V: FINANCIAL STATEMENTS 146 AUDITORS’ REPORT 146 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 181 RESULTS OF OPERATIONS SECTION VI: LEGAL AND OTHER INFORMATION 195 OUTSTANDING LITIGATIONS AND DEFAULTS 195 GOVERNEMENT/STATUTORY, BUSINESS APPROVALS AND LICENCES 207 OTHER REGULATORY AND STATUTORY DISCLOSURES 217 SECTION VII: ISSUE RELATED INFORMATION 233 SECTION VIII: OTHER INFORMATION 258 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 258 DECLARATION 260 2 OVERSEAS SHAREHOLDERS The distribution of the Draft Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons in whose possession the Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. Our Company is making this Issue of Equity Shares on a rights basis only to the shareholders of our Company who have an Indian address. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that the Draft Letter of Offer was filed with SEBI for observations and SEBI has given its observations vide its letter dated [●]. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Letter of Offer may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Receipt of the Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and, those circumstances, the Draft Letter of Offer must be treated as sent for information only and should not be copied or redistributed. No person receiving a copy of the Draft Letter of Offer in any territory other than in India may treat the same as constituting an invitation or offer to him, nor should he in any event use the CAF. We are making this Issue of Equity Shares on a rights basis only to the shareholders of our Company who have an Indian address. Accordingly, persons receiving a copy of the Draft Letter of Offer should not, in connection with the issue of Equity Shares or the rights entitlements distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If the Draft Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in the Draft Letter of Offer. Neither the delivery of the Draft Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in our Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. European Economic Area Restrictions In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive at any relevant time (each, a “Relevant Member State”) our Company has not made and will not make an offer of the Equity Shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Equity Shares to the public in that Relevant a Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purpose of this provision, the expression an “offer of Equity Shares to the public” in relation to any Equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State 18 and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.