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Great Eastern Energy Corporation Limited DRAFT RED HERRING PROSPECTUS Dated September 15, 2013 Please read Section 60B of the Companies Act, 1956 and Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Offer GREAT EASTERN ENERGY CORPORATION LIMITED Our Company was incorporated as “Modi Mckenzie Methane Limited” on May 29, 1992, under Companies Act, 1956, as amended (“Companies Act”). We received our certificate of commencement of business on January 8, 1993. We changed our name to “Great Eastern Energy Corporation Limited” on February 2, 1996, and we changed our name to “Great Eastern Energy Corporation Private Limited” on June 16, 1998, pursuant to becoming a private company. Since more than 25% of our paid up capital was held by a public company, the status of our Company was considered as a deemed public company by way of an amendment in the certificate of incorporation granted to our Company on June 16, 1998 and the name of our Company was changed back to “Great Eastern Energy Corporation Limited”. For details of changes in the registered office of our Company, see chapter titled “History and Corporate Structure” on page 138. Registered Office: M10, ADDA Industrial Estate, Bardhaman, Asansol 713 305, West Bengal, India. Telephone: +91 341 302 9900; Facsimile: +91 341 302 9911 Corporate Office: Signature Towers -A, 14th Floor, South City, NH-8, Gurgaon 122 001, Haryana, India; Telephone: +91 124 455 9900; Facsimile: +91 124 258 0467 Contact Person: Mr. Diviay Chadha, Company Secretary and Compliance Officer; Telephone: +91 124 455 9900; Facsimile: +91 124 258 0467; Email: [email protected]; Website: www.geecl.com PROMOTERS OF OUR COMPANY: MR. YOGENDRA KUMAR MODI AND YKM HOLDINGS PRIVATE LIMITED PUBLIC ISSUE OF UP TO 8,200,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF GREAT EASTERN ENERGY CORPORATION LIMITED (“OUR COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF ` [•] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [•] PER EQUITY SHARE, AGGREGATING UP TO ` [•] MILLION (“ISSUE”). THE ISSUE COMPRISES A FRESH ISSUE TO THE PUBLIC OF 7,800,000 EQUITY SHARES AGGREGATING TO ` [•] MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UPTO 400,000 EQUITY SHARES# (“OFFER FOR SALE”) BY YKM HOLDINGS INTERNATIONAL LIMITED (“SELLING SHAREHOLDER”) AGGREGATING UP TO ` [•] MILLION. THE ISSUE CONSTITUTES 26.94 % AND 12.17% OF THE FULLY DILUTED POST-ISSUE PAID UP INDIAN EQUITY SHARE CAPITAL AND FULLY DILUTED POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY RESPECTIVELY. THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY THE COMPANY AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN AN ENGLISH NATIONAL DAILY NEWSPAPER, A HINDI NATIONAL DAILY NEWSPAPER AND A BENGALI DAILY NEWSPAPER, EACH WITH WIDE CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE In case of any revision in the Price Band, the Bidding Period shall be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks (“SCSBs”), the National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (the “BSE”), by issuing a press release and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the other members of the Syndicate. In terms of Rule 19(2) (b) (ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) and the letter dated January 7, 2013 from Securities and Exchange Board of India (“SEBI”), this is an Issue for at least 25% of the post-Issue Indian Equity Share Capital to the public. The Issue is being made through the Book Building Process in compliance with the provisions of Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, (the “SEBI Regulations”), wherein at least 75% of the Issue shall be allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Our Company and the Selling Shareholder may, in consultation with the Book Running Lead Manager, allocate up to 30% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under- subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs (including Mutual Funds), subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids, subject to valid Bids being received at or above the Issue Price. If at least 75 % of the Issue cannot be Allotted to QIBs, all the application monies will be refunded forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not more than 10% of the Issue shall be available for allocation in accordance with SEBI Regulations to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price. All QIBs (other than Anchor Investors) and Non-Institutional Bidders must compulsorily and Retail Individual Investors may optionally participate in this Issue though the Application Supported by Blocked Amount (“ASBA”) process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the SCSBs (Anchor Investors are not permitted to participate in the Issue through ASBA process). Specific attention is invited to the chapter titled “Issue Procedure” on page 302. IPO GRADING This Issue has been graded by [•] as [•], indicating [•].The IPO grading is assigned on a five point scale from 1 to 5 with “IPO Grade 5/5” indicating strong fundamentals and “IPO Grade 1/5” indicating poor fundamentals. For more information on IPO grading, see the chapters titled “General Information”, “Other Regulatory and Statutory Disclosures” and “Material Contracts and Documents for Inspection” on pages 56, 279 and 396 respectively. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares, provided, however, the Global Depository Receipts (“GDRs”) of our Company are listed on the main market of London Stock Exchange (“LSE”). For further details, please see the chapter titled “Capital Structure – Issuance of GDRs” on page 68. The face value of the Equity Shares is ` 10 and the Floor Price is [•] times of the face value and the Cap Price is [•] times of the face value. The Issue Price (as determined and justified by our Company, the Selling Shareholder and the Book Running Lead Manager, as stated in the chapter titled “Basis for the Issue Price” on page 93) and the price of the GDRs should not be taken to be indicative of the market price of the Equity Shares after such 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 RISKS Investment in equity and equity-related securities involves 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 entire 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 this Issue, including the risks involved. The Equity Shares have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 16. ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Issue, which is material in the context of this 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. The Selling Shareholder, having made reasonable enquiries, accepts responsibility for statements in this Draft Red Herring Prospectus in relation to itself in connection with the Offer for Sale and the Equity Shares of our Company offered by it in the Offer for Sale. The Selling Shareholder having made all reasonable enquiries accepts responsibility for and confirms that the information relating to such Selling Shareholder in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect.
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