LETTER OF OFFER (For Equity Shareholders-Beneficial Owners of the Company only) Dated- October 26, 2010 RAM KAASHYAP INVESTMENT LIMITED (Our Company was incorporated on 3 rd December, 1993 as Ram Kaashyap Investment Limited under the Companies Act, 1956 as a Public Limited Company with the Registrar of Companies, Tamil Nadu at Chennai and received the Certificate for Commencement of Business on 27 th December, 1993.) (For further details, please refer to the chapter titled “History and Corporate Structure on page 93 of this Letter of Offer) Registered Office : No. 33/8, B. R. Complex, II Floor, C. P. Ramasamy Road, Alwarpet, Chennai – 600 018, Tamil Nadu, India (For further details of changes in registered office, please refer to the chapter titled “History and Corporate Structure on page 93 of this Letter of Offer) Tel No: 91 44 2499 4243; Fax: 91 44 4344 2016; Email: [email protected] ; Website: www.ramkaashyap.com; Contact Person: Mr. K. J. Chandra Mouli, Compliance Officer & Company Secretary Tel No: 91 44 2499 4243; Fax: 91 44 4344 2016; Email: [email protected] ; website: www.ramkaashyap.com ; THE PROMOTERS OF OUR COMPANY ARE MR. A. VENKATRAMANI AND MR. JUDE JEYAPRAKASH FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER ISSUE OF 3,51,60,000 EQUITY SHARES OF RS.10/- EACH FOR CASH AT PAR AGGREGATING TO RS. 3516 LAKHS (RUPEES THIRTY FIVE HUNDRED AND SIXTEEN LAKHS ONLY) TO THE EXISTING EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 4 (FOUR) EQUITY SHARES FOR EVERY 1 (ONE) EQUITY SHARE HELD ON RECORD DATE I. E. NOVEMBER 8, 2010. THE FACE VALUE OF THE EQUITY SHARE IS RS.10/- AND ISSUE PRICE IS 1 (ONE) TIME THE FACE VALUE. FOR FURTHER INFORMATION, PLEASE REFER TO CHAPTER “TERMS OF THE ISSUE” ON PAGE 185 OF THIS LETTER OF OFFER. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer 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 offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer including the risks involved. The securities have not been recommended or approved by 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” on page 10 of this Letter of Offer before making an investment in this offer. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this 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 this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING ARRANGEMENTS The existing Equity Shares of Our Company are listed on the Bombay Stock Exchange Limited (“BSE”) (Designated Stock Exchange) and the Madras Stock Exchange Limited (“MSE”). Accordingly, Our Company proposes to list the Equity Shares issued under this Letter of Offer on BSE & MSE. Our Company has received the in-principle approval from BSE vide its letter No. DCS/PREF/JA/IP-RT/1636/09-10 dated February 18, 2010 and from MSE vide its letter No. MSE/LD/PSK/738/084/10 dated February 24, 2010 for listing of the equity shares being issued in terms of this Letter of Offer. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE VIVRO FINANCIAL SERVICES PVT. LTD. KNACK CORPORATE SERVICES PVT. LTD. SEBI Regn. No.: INM000010122 SEBI Regn. No.: INR000000957 1st Floor, Manu Mansion, 16/18, 17/9, Thiruvengadam Street, Shahid Bhagatsingh Road, Mandaveli, Chennai – 600 028 Opp. Old Custom House, Fort, Mumbai - 400 023 Tel.: 91- 44 – 2461 5006/ 4210 0092 Tel.: +91-22-2265 7364, Fax: 91- 44 – 2461 1917 Fax: +91-22-2265 8406 E-mail: [email protected] Website: www.vivro.net , E-mail: [email protected] Contact Person: Mr. R. Chandrasekaran Contact Person: Mr. Ashok Mehta ISSUE SCHEDULE ISSUE OPENS ON LAST DATE FOR RECEIVING REQUESTS FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS NOVEMBER 18, 2010 NOVEMBER 25, 2010 DECEMBER 02, 2010 T A B L E O F C O N T E N T S Section Contents Page No. I DEFINITIONS AND ABBREVIATIONS 3 Conventional and General Terms 3 Issue Related Terms 4 Issuer and Industry Related Terms 5 Abbreviations 6 Forward Looking Statements 8 II RISK FACTORS 10 Prominent Notes 24 III INTRODUCTION (A) Summary 25 (I) Industry Summary 25 (II) Business Summary 27 (III) Issue Details 30 (IV) Summary of Financial Information 31 (B) General Information 33 (C) Capital Structure 38 IV PARTICULARS OF THE ISSUE (A)Objects of the Issue 47 (B)Cost of Project / Funds Requirement 47 (C) Means of Finance 50 (D) Basic Terms of the Issue 52 (E) Basis for the Issue Price 53 (F) Statement of Tax Benefits 55 V ABOUT OUR COMPANY (A) Industry Overview 62 (B) Business Overview 74 (C) Key Industry Regulations 91 (D) History of Our Company and Other Corporate Matters 93 (E) Management 105 (F) Promoters 116 (G) Presen tati on of Fi nanc ial I nfor mati on and use of Ma rket Da ta 120 (H) Dividend Policy 120 VI FINANCIAL STATEMENTS (A) Financial Statements of the Issuer 121 (B) Financials of Group Concerns 153 (C)Management Discussion and Analysis 162 VII LEGAL AND OTHER INFORMATION (A) Outstanding Litigations and Material Developments 168 (B) Government Approvals or Licensing Arrangements 175 VIII REGULATORY AND STATUTORY DISCLOSURES Authority for the Present Issue 176 Disclaimer Clause 176 Filing 180 Stock Market Data 182 IX OFFERING INFORMATION (A) Terms of the Issue 185 (B) Issue Procedure 189 (C) Description of Equity Shares and Terms of the Articles of Association 211 X OTHER INFORMATION Material Contracts and Documents for inspection 216 Declarations 217 SECTION – I - DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Letter of Offer. Term Description “Ram Kaashyap Investment Unless the context otherwise requires, refers to Ram Kaashyap Limited”, “RKIL”, “the company” Investment Limited, a public limited company incorporated “our company”, “the issuer”, under the provisions of the Companies Act, 1956. “we”, “us” and “our” Group Concerns 1. Kaashyap Technologies Limited (KTL) 2. Space Computer and Systems Limited (SCSL) 3. Space Hospitals Limited (SHL) 4. Kaashyap Interserve Technologies Limited (KITL) 5. AVR Talkies Pvt. Ltd.(ATPL) Subsidiary Companies 1. Tamil Box Office (India) Private Limited - TBO (India) 2. Tamil Box Office Singapore Pte. Limited (Step-down Subsidiary) - (TBO - Singapore) 3. Pix Aalaya Studios Private Limited (PSPL) Conventional and General Terms Term Description Articles/Articles of Association Articles of Association of our Company. ASBA Application Supported by Blocked Amount The Statutory Auditors of our Company, being M/s. R. Auditors Ravindran & Associates 14, Ashtalakshmi Street, Muthulakshmi Nagar, Chitlapakkam, Chennai - 600 064 The Board of Directors of our Company or a Committee Board of Directors thereof. Companies Act The Companies Act, 1956, as amended. Director(s) Director(s) of our Company unless otherwise specified. Equity Shares of our Company of face value of Rs. 10/- each Equity Shares unless otherwise specified in the context thereof. FCNR Foreign Currency Non Resident Account Foreign Exchange Management Act, 1999, as amended from FEMA time to time and the regulations framed there under. Period of twelve months ended on March 31 of that particular Financial Year/Fiscal/FY year. Foreign Institutional Investor (as defined under SEBI (Foreign FII Institutional Investors) Regulations, 1995) registered with SEBI under applicable laws In India. Indian GAAP Generally Accepted Accounting Principles in India. Insurance Act Insurance Act, 1938, as amended I.T. Act The Income Tax Act, 1961, as amended I.T. Rules The Income Tax Rules, 1962, as amended Memorandum of Association The Memorandum of Association of our company as amended A person who is not an NRI or an FII and is not a person Non-Resident resident in India. NOC No Objection Certificate NR Non- Resident A person resident outside India, as defined under FEMA and NRI/Non-Resident Indian who is a citizen of India or a Person of Indian Origin under FEMA (Deposit) Regulations, 2000. NRE Account Non Resident External Account NRO Account Non Resident Ordinary Account RBI Reserve Bank of India constituted under the RBI Act RBI Act The Reserve Bank of India Act, 1934 as amended 3 Registered Office of Our No. 33/8, B. R. Complex, II Floor, C. P. Ramasamy Road, Company Alwarpet, Chennai – 600 018, Tamilnadu, India Scheme of Arrangement Scheme of Arrangement with the Depositors of Kaashyap Technologies Limited (“KTL”) (formerly known as Kaashyap Radiant Systems Limited) “KRSL”) and Kaashyap Radiant Systems Limited and Ram Kaashyap Chits Private Limited (“RKCPL”) and Ram Kaashyap Investment Limited (“RKIL”) and Ram Kaashyap Chits Andhra Limited (“RKCAL”) as sanctioned by Hon’ble High Court of Madras vide order dated November 3, 2004 Securities and Exchange Board of India constituted under the SEBI SEBI Act. Securities and Exchange Board of India Act, 1992, as SEBI Act amended SEBI (Issue of Capital and Disclosure Requirements) “SEBI (ICDR) Regulations” or Regulations, 2009, as amended from time to time, includi ng “Regulations” instructions and clarifications issued by SEBI from time to time.