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Exide Industries Limited

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Exide Industries Limited Letter of Offer Dated: December 4, 2007 For Equity Shareholders of the Company only EXIDE INDUSTRIES LIMITED The Company was incorporated on 31st January, 1947 as Associated Battery Makers (Eastern) Limited under the Indian Companies Act, 1913 with registration number 14919 of 1947. The name of the Company was changed to Chloride India Limited w.e.f. 2nd August, 1972, then to Chloride Industries Limited w.e.f 12th October, 1988, and to its existing name w.e.f. 25th August, 1995. The Company Identification Number is U31402WB1970PLC014919. For further details, please refer to Chapter on History & Corporate Matters on page no.72. Registered and Head Office Exide House, 59E Chowringhee Road, Kolkata – 700 020 Tel. No.: (033) 2283 2636 Fax No. : (033) 2283 2637 email: [email protected]; website : www.exideindustries.com Contact Person Mr. Barun Das, Divisional Head – Legal & Company Secretary and Compliance Officer For private circulation to the Equity Shareholders of the Company only ISSUE OF 5,00,00,000 FULLY PAID EQUITY SHARES WITH A FACE VALUE OF Re. 1/- EACH AT A PREMIUM OF Rs 29/ - PER EQUITY SHARE FOR AN AMOUNT AGGREGATING Rs.15000 LAKHS ON RIGHTS BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY IN THE RATIO OF ONE FULLY PAID EQUITY SHARE FOR EVERY FIFTEEN FULLY PAID EQUITY SHARES HELD BY THE EXISTING SHAREHOLDERS ON THE RECORD DATE, I.E., ON 17th DECEMBER, 2007 (“ISSUE”) THE ISSUE PRICE IS THIRTY TIMES THE FACE VALUE OF THE EQUITY SHARES OF THE COMPANY. 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 the section titled “Risk Factors” beginning on page vii of the Letter of Offer before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the 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 the 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 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 the Company are listed on the Calcutta Stock Exchange Association Limited (CSE), the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has received in-principle approvals for listing the securities arising from this Issue from the CSE by Letter No. CSEA/LD/577/2007 dated 16th October 2007, the BSE by Letter No.DCS/PREF/JA/IP-RT/1866/07-08 dated 16th October 2007 and the NSE by Letter No. NSE/LIST/58443-C dated 17th October 2007. For the purpose of this Issue, the Designated Stock Exchange is Bombay Stock Exchange Limited. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SBI Capital Markets Limited C B Management Services (P) Ltd 202 Maker Tower, “E”, Cuffe Parade P-22 Bondel Road, Mumbai 400 005 Kolkata – 700 019 Tel :+ 91 22 2218 9166 Tel : + 91 33 2280 6692 / 93 / 94 Fax :+ 91 22 2218 8332 Fax : + 91 33 2287 0263 E mail : [email protected] Email : [email protected] Website: www.sbicaps.com ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST ISSUE CLOSES ON FOR SPLIT APPLICATION FORMS Friday, December 28, 2007 Saturday, January 12, 2008 Monday, January 28, 2008 TABLE OF CONTENTS PAGE NO DEFINITIONS AND ABBREVIATIONS ii PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA v FORWARD LOOKING STATEMENTS vi RISK FACTORS vii SUMMARY OF THE INDUSTRY & BUSINESS OF THE ISSUER COMPANY 1 THE ISSUE 5 BASIC TERMS OF THE ISSUE 6 SUMMARY OF FINANCIAL STATEMENTS 8 GENERAL INFORMATION 10 CAPITAL STRUCTURE 17 OBJECTS OF THE ISSUE 25 BASIS FOR ISSUE PRICE 29 STATEMENT OF TAX BENEFITS 31 INDUSTRY OVERVIEW 37 BUSINESS OVERVIEW 41 REGULATIONS AND POLICIES 66 HISTORY AND OTHER CORPORATE MATTERS 72 SUBSIDIARIES & OTHER INFORMATION 77 THE MANAGEMENT 85 ORGANISATION CHART 107 KEY MANAGEMENT PERSONNEL 108 THE PROMOTER 110 DIVIDEND POLICY 113 FINANCIAL STATEMENTS 114 MANAGEMENT DISCUSSION AND ANALYSIS 186 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 196 GOVERNMENT APPROVALS 209 OTHER REGULATORY AND STATUTORY DISCLOSURES 236 ISSUE RELATED INFORMATION 247 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 268 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION & DECLARATION 285 DEFINITIONS AND ABBREVIATIONS TERM DESCRIPTION ‘The Company’ ‘’ Unless the context otherwise requires, refers to Exide Industries Limited, a public and ‘The Issuer’ limited company incorporated under the Companies Act, 1956 ‘Subsidiaries’, ‘the Unless the context otherwise requires, refers to Chloride International Limited, Company’s Caldyne Automatics Limited, Chloride Batteries S E Asia Pte Limited, Espex subsidiaries’ Batteries Limited, Associated Battery Manufacturers (Ceylon) Limited and Tandon Metals Pvt. Ltd. Promoter Chloride Eastern Limited, U.K. General / Conventional Terms TERM DESCRIPTION AGM Annual General Meeting Articles / Articles of The Articles of Association of the Company Association / AoA Auditors The Statutory Auditors of the Company, being S R Batliboi & Co., Chartered Accountants Board of Directors / The Board of Directors of the Company or a Committee thereof. Board BSE Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited Companies Act or The Companies Act, 1956, and any amendments thereto the Act CSE The Calcutta Stock Exchange Association Limited Director(s) Director(s) of the Company, unless otherwise specified DP Depository Participant Designated Stock Bombay Stock Exchange Limited Exchange EPS Earning Per Share Equity Share(s) of Equity shares of face value of Re 1/- each of the Company unless otherwise Share(s) specified in the context thereof. Equity Means a holder of Equity Shares as on the Record Date. Shareholder(s) FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 and the amendments from time to time and the regulations framed thereunder for the time being in force FII(s) Foreign Institutional Investors registered with SEBI under applicable laws Financial Year / Financial Year ending March 31 Fiscal / FY GoI Government of India Indian GAAP Generally Accepted Accounting Principles in India IT Act The Income Tax Act, 1961 and any amendments thereto IVL ING Vysya Life Insurance Company Limited Lead Manager SBI Capital Markets Limited Letter of Offer / The Letter of Offer dated December 4, 2007 Offer Document Memorandum or Memorandum of Association of the Company MoA or Memorandum of Association NAV Net Asset Value ii NRI/ Non –Resident A person resident outside India, as defined under FEMA and who is a citizen of Indian India or a person of Indian origin, each such term as defined under the FEMA (Deposit) Regulations 2000, as amended. Non-Resident A person who is not resident in India except NRIs and FIIs. NSE National Stock Exchange of India Limited NSDL National Securities Depository Limited OCB Overseas Corporate Bodies PoA Power of Attorney RBI Reserve Bank of India RoNW Return on Net Worth Renouncees The persons who have acquired Rights Entitlements from Equity Shareholders RoC Registrar of Companies Rights Entitlement The number of securities that a shareholder is entitled to in proportion to his/her existing shareholding in the Company. Rights Issue The issue of Equity Shares on rights basis based on terms of this Letter of Offer Re / Rs/ Rupees / Indian Rupees, the legal currency of the Republic of India INR SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI Guidelines / The SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended, SEBI DIP including instructions and clarifications issued by SEBI from time to time. Guidelines SGD Singapore Dollar Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as amended to date. Exide Industries Exide Industries Limited, a company incorporated on 31st January, 1947 under the Limited or the Indian Companies Act, 1913. Company or the Issuer Issue related Terms and Abbreviations TERM DESCRIPTION Applicant Any Equity Shareholder and/or Renouncee who makes an application pursuant to the terms of the Letter of Offer and the CAF Bankers to the Issue State Bank of India & HDFC Bank Limited Allottee The successful applicant to whom the Equity Shares are being / or have been issued CAF Composite Application Form Letter of Offer Letter of Offer as filed with SEBI for its comments Issue / Rights Issue Issue of 5,00,00,000 fully Paid Equity Shares with a face value of Re 1/- each at a premium of Rs 29/- per Equity Share for an amount aggregating to Rs 15,000 lakhs on Rights basis to the existing shareholders of the Company in the ratio of one fully paid Equity Share for every fifteen Equity Shares held by the existing shareholders on the record date, i.e., on 17th December, 2007. Issue Opening Date December 28, 2007 Issue Closing Date January 28, 2007 Issue Price Rs 30/- per equity share of face value of Re 1/-.
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