C M Y B RED HERRING PROSPECTUS Dated 17.03.2006 Please read Section 60B of the Companies Act, 1956 100% Book Building Issue TANTIA CONSTRUCTIONS LIMITED (We were originally incorporated as Tantia Construction Company Pvt. Limited on 4th December 1964 and subsequently were converted to a public company as Tantia Construction Company Limited on 27th May 1982. The name of our company was further changed to Tantia Constructions Limited with effect from 29th December 2005) Registered Office: 25/27, Netaji Subhash Road,Kolkata – 700001 Tel.: +91 33 22206284, Fax: +91 33 22307403 Corporate Office:Block-EP, Plot-Y6, Sector V, Salt Lake City,Kolkata-700 091, Tel.: +91 33 23577651-54,Fax: +91 33 23577656 Website: www.tantiagroup.com E-mail: [email protected] Contact Person: Ashish Bajaj (Company Secretary & Compliance Officer) Present Issue of 1,12,50,000 Equity Shares of Rs. 10/- each for Cash at a Premium of Rs. [z] per Equity Share aggregating Rs. [z] Lacs. Net offer to the public of 42,50,000 Equity Shares of Rs.10/- each for Cash at a Premium of Rs. [z] per Equity Share aggregating Rs. [z] Lacs (the “Net Issue”). The Net Issue will constitute 27.30% of the fully diluted post issue capital of the company. PRICE BAND: Rs. 45 TO Rs. 50 PER EQUITY SHARE OF FACE VALUE OF RS. 10 THE ISSUE PRICE IS 4.5 TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 5 TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding Period/Issue Period will be extended for three additional days after revision of the Price Band subject to the Bidding Period/Issue Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding Period/ Issue Period, if applicable, will be widely disseminated by notification to Bombay Stock Exchange Limited (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 Syndicate. The Issue is being made through a 100% Book Building Process wherein up to 50% of the Net Issue to the Public shall be allocated on a proportionate basis to Qualified Institutional Buyers, out of which 5% of the QIB portion shall be available for allocation on a proportionate basis to mutual funds only, and the remaining QIB portion shall be available for allocation on a proportionate basis to all Qualified Institutional Buyers, including mutual funds, subject to valid bids being received at or above issue price. Further at least 15% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Non-Institutional bidders and at least 35% of the Net Issue to the Public shall be available for allocation on a proportionate basis to Retail Individual Bidders subject to valid bids being received from them at or above the Issue Price. RISK IN RELATION TO THE ISSUE The Issue Price (as determined by the Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares 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. The market price of the existing Equity Shares of Tantia Constructions Limited could affect the price discovery through book building and vice versa. 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 of the Equity Shares allotted pursuant to the Issue. 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 offering. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The equity shares 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. Specific attention of the investors is invited to the Statement of Risk Factors beginning on page no viii of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 the offer document 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 The existing equity shares of the company are presently listed on the Calcutta Stock Exchange Association Ltd (CSE) and Delhi Stock Exchange Association Limited (DSE). The Company also proposes to list the existing Equity Shares on Bombay Stock Exchange Limited (BSE) (Designated Stock Exchange). Further, the Equity Shares to be issued through this Red Herring Prospectus are proposed to be listed on BSE, CSE and DSE. The in-principle approvals have been received from these stock exchanges as under: Name of the Stock Exchange Letter No. & Date BSE DCS/Smg/sm/dm/2006 16th February, 2006 CSE CSEA/LD/082/2006 20th February, 2006 DSE DSE/LIST/5677/NR/194 28th February, 2006 BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE MICROSEC CAPITAL LIMITED MCS Limited Azimganj House, 2nd Floor, 77/2A, Hazra Road, 7, Camac Street, Kolkata 700 017 3rd & 5th Floor, Kolkata - 700 029 Ph: +91-33-2282 9330, Ph: 91-33-24767350-54, Fax: +91-33-2282 9335 Fax: 91-33-24541961 Website: www.microsec.co.in Website: www.mcsind.com E-Mail: [email protected] E-Mail: [email protected] ISSUE PROGRAMME BID/ISSUE OPENS ON: 27 MARCH, 2006 BID/ISSUECLOSES ON: 31 MARCH, 2006 C M Y B TABLE OF CONTENTS Item Page No. I. Definitions and Abbreviations ......................................................................................................... iii II. Risk Factors 1. Forward-Looking Statements and Market Data ......................................................................... vii 2. Risk Factors ................................................................................................................................ viii III. Introduction 1. Summary ..................................................................................................................................... 1 2. General Information .................................................................................................................... 5 3. Capital Structure ......................................................................................................................... 11 4. Objects of the Issue .................................................................................................................... 22 IV. About Tantia Constructions Limited 1. Industry Overview ....................................................................................................................... 37 2. Business Overview ..................................................................................................................... 48 3. History and Corporate Structure ................................................................................................. 66 4. Management ............................................................................................................................... 68 5. Promoters .................................................................................................................................... 81 6. Currency of Presentation ............................................................................................................ 85 7. Dividend Policy ........................................................................................................................... 85 V. Financial Statements 1. Auditors Report ........................................................................................................................... 86 2. Our Group Companies And Affiliates ......................................................................................... 108 3. Management Discussion and Analysis of Financial Condition and Results of operations as reflected in the Financial Statements .............................................................. 114 VI. Legal and other Information 1. Outstanding Litigation And Material Developments ................................................................... 120 2. Government Approvals/Licensing Arrangements ...................................................................... 127 VII. Other Regulatory and Statutory Disclosures ................................................................................ 129 VIII. Issue Information 1. Terms of the Issue ...................................................................................................................... 138 2. Issue Procedure .......................................................................................................................... 140 IX. Description of Equity Shares and Terms of the Articles of Association ..................................