DRAFT RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated May 1, 2007 (The Draft Red Herring Prospectus will be updated upon RoC filing) 100% Book Build Issue BRAHAMPUTRA CONSORTIUM LIMITED (Our Company was incorporated as a Public Limited Company on September 02,1998 under the Companies Act, 1956 with the Registrar of Companies, National Capital Territory of Delhi and Haryana and obtained the certificate of commencement of business on September 25, 1998) Registered & Corporate Office: Brahamputra House, A-7, Main Mahipalpur Road, New Delhi-110037, India (Our registered office was shifted from C-1\1622, Vasant Kunj, New Delhi - 110070 to C-5\61, Grand Vasant, Vasant Kunj, New Delhi – 110070 with effect from December 1, 2000 by a resolution of our Board and from C-5\61, Grand Vasant, Vasant Kunj, New Delhi – 110070 to Brahamputra House, A-7, Main Mahipalpur Road, New Delhi-110037 with effect from April 1, 2003 by a resolution of our Board) Company Secretary and Compliance Officer: Mr. Narendra Nath Batabyal Tel: 91-11-42290200 (50 Lines), Fax: 91-11-41687880, 26787068, Email: [email protected], Website: www.brahamputra.com PUBLIC ISSUE OF 4,200,000 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 TO RS. [●] LACS (THE “ISSUE”) BY BRAHAMPUTRA CONSORTIUM LIMITED (THE “COMPANY” OR “THE ISSUER”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 4,000,000 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE’) AND A RESERVATION OF UP TO 200,000 EQUITY SHARES OF RS. 10 EACH FOR THE PERMANENT EMPLOYEES OF THE COMPANY (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE WOULD CONSTITUTE 25.93% OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. PRICE BAND: RS. [●] TO RS. [●] PER EQUITY SHARE OF FACE VALUE OF RS. 10 THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 AND THE FLOOR PRICE IS [●] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [●] TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/ Issue Period not exceeding ten working days. Any revision in the Price Band and the revised Bidding/ Issue Period, if applicable, will be widely disseminated by notification to Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), 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 Syndicate. The Issue is being made through the 100% Book Building Process wherein upto 50% of the Net Issue shall be allocated 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, and the remainder of the 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. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, up to 200,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price. 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 Shares is Rs. 10 and the Issue price is [●] times of the face value. The Issue Price (as determined by the Company 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 Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on Page 10 of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 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. LISTING ARRANGEMENT The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and BSE. We have received in-principle approval from NSE and BSE for the listing of our Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange is BSE. IPO GRADING The Company has opted for IPO Grading. ICRA has assigned [●] Grade to the Initial Public Offering of the Company. For more information on IPO Grading, please refer to Section “General Information” beginning on page 34 of this Draft Red Herring Prospectus. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE A.K. CAPITAL SERVICES LIMITED PUNJAB NATIONAL BANK INTIME SPECTRUM REGISTRY LIMITED Flat No. N, Sagar Apartments, Capital Market Services Branch, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, 6, Tilak Marg, 5, Sansad Marg, Bhandup (West), New Delhi- 110 001 New Delhi-110001 Mumbai-400078. Tel: 91-11-23385704, 23388235 Tel : 91-11-23737531 Tel: 91-22-25960320-28 Fax: 91-11-23385189 Fax: 91-11-23737528 Fax: 91-22-25960329 Email: [email protected] Email: [email protected] Email: [email protected] Website: www.akcapindia.com Website: www.pnbindia.com Website: www.intimespectrum.com BID/ ISSUE PROGRAMME BID/ ISSUE OPENS ON [●] BID/ ISSUE CLOSES ON [●] TABLE OF CONTENTS SECTION I: DEFINITIONS AND ABBREVIATIONS..…………………………………………………………………… 1 CONVENTIONAL/ GENERAL TERMS..……………………………………………………………………………………………………………………… 1 ISSUE RELATED TERMS………………………………………………………………………………………………………………………………………….. 2 COMPANY/ INDUSTRY RELATED TERMS………………………………………………………………………………………………………………… 5 ABBREVIATIONS……………………………………………………………………………………………………………………………………………………… 5 SECTION II: RISK FACTORS………………………………………………………………………………………………….. 8 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA………………………………. 8 FORWARD-LOOKING STATEMENTS………………………………………………………………………………………………………………………… 9 RISK FACTORS 10 SECTION III: INTRODUCTION……………………………………………………………………………………………….. 26 SUMMARY OF OUR BUSINESS, STRENGTHS AND STRATEGY………………………………………………………………………………. 26 SUMMARY FINANCIAL INFORMATION……………………………………………………………………………………………………………………. 31 THE ISSUE………………………………………………………………………………………………………………………………………………………………. 33 GENERAL INFORMATION………………………………………………………………………………………………………………………………………… 34 CAPITAL STRUCTURE……………………………………………………………………………………………………………………………………………… 42 OBJECTS OF THE ISSUE…………………………………………………………………………………………………………………………………………. 50 BASIS FOR ISSUE PRICE………………………………………………………………………………………………………………………………………… 55 STATEMENT OF TAX BENEFITS………………………………………………………………………………………………………………………………. 57 SECTION IV: ABOUT US……………….……………………………………………………………………………………….. 65 INDUSTRY OVERVIEW.…………………………………………………………………………………………………………………………………………… 65 OUR BUSINESS……………………………………………………………………………………………………………………………………………………….. 76 FINANCIAL INDEBTEDNESS…………………………………………………………………………………………………………………………………… 107 REGULATIONS AND POLICIES………………………………………………………………………………………………………………………………… 117 HISTORY AND CORPORATE STRUCTURE………………………………………………………………………………………………………………. 123 OUR MANAGEMENT…………………………………………………………………………………………………………………………………………………. 136 OUR POMOTERS AND PROMOTER GROUP……………………………………………………………………………………………………………… 149 DIVIDEND POLICY…………………………………………………………………………………………………………………………………………………… 167 SECTION V: FINANCIAL STATEMENTS……………………………………………………………………………………. 168 UNCONSOLIDATED FINANCIAL INFORMATION OF BRAHAMPUTRA CONSORTIUM LIMITED………………………………. 168 CONSOLIDATED FINANCIAL INFORMATION OF BRAHAMPUTRA CONSORTIUM LIMITED……………………………………. 202 MANAGEMENT ‘S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS….. 219 SECTION VI: LEGAL AND OTHER