gayatri projects limited - Edelweiss

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GAYATRI PROJECTS LIMITEDNomination Facility to the InvestorIn accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder, may nominateany one Person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as thecase may be, the Equity Shares allotted, if any, shall vest. A Person, being a nominee, entitled to the Equity Shares byreason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to thesame advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Wherethe nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any Person to becomeentitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon asale/ transfer/ alienation of Equity Share(s) by the Person nominating. A buyer will be entitled to make a fresh nomination inthe manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the registeredoffice of the Company or at the Registrar and Transfer Agents of the Company.In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of the provisions ofSection 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, electeither:a. to register himself or herself as the holder of the Equity Shares; orb. to make such transfer of the Equity Shares, as the deceased holder could have made.Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself orto transfer the Equity Shares, and if the notice is not complied with, within a period of ninety days, the Board may thereafterwithhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirementsof the notice have been complied with.Since the allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to makea separate nomination with us. Nominations registered with the respective depository participant of the applicant wouldprevail. If an investor needs to change the nomination, they are requested to inform their respective depositoryparticipant.Minimum SubscriptionIf we do not receive the minimum subscription of 90% of the net fresh offer to the public to the extent of including devolvementon Underwriters within 60 days from the date of closure of the bid, we shall forthwith refund the entire subscription amountreceived. If there is a delay beyond 8 days after we become liable to pay the amount, we shall pay interest prescribed underSection 73 of the Companies Act 1956The requirement for minimum subscription is not applicable to the Offer for Sale. In case of undersubscription in the Offer, theEquity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale.JurisdictionExclusive jurisdiction for the purpose of this Offer is with competent courts/authorities in Mumbai, India.Subscription by Non-Residents, NRI, FIISThere is no reservation for any Non-Residents, NRIs, FIIs, foreign venture capital investors registerd with SEBI and multilateraland bilateral development financial institutions and such Non-Residents, NRIs, FIIs, foreign venture capital investors registeredwith SEBI amd multilateral and bilateral development financial institutions will be treated on same basis with the othercategories for the purpose of allocation.As per RBI regulations, OCBs cannot participate in the Offer. Equity Shares acquired by NRIs can only be sold toIndian Residents and other NRIs.Withdrawal of the OfferThe Company and the Selling Shareholder, in consultation with the BRLMs, reserves the right not to proceed with the Offerat anytime including after the Bid Closing Date, without assigning any reason thereof.Arrangements for Disposal of Odd LotsSince the market lot of our Equity Shares will be one, no arrangements for disposal of odd lots is required.Restriction on Transfer of Shares and Alteration of Capital StructureThe restriction if any, on the transfer of our Equity Shares are contained in the section titled “Main Provisions of the Articlesof Association of the Company beginning at Page 200 of this Prospectus.32
BASIS FOR OFFER PRICEThe Offer Price will be determined by the Company and Selling Shareholder in consultation with the BRLMs, on the basisof Assessment of market demand for the offered Equity Shares by the Book Builing Process. The face value of the EquityShares is Rs. 10 and the Offer Price is 29.5 times the face value.Investors should read the following summary with the risk factors beginning from page nos. iii and the details about thecompany and its financial statements included in this Prospectus. The trading price of the Equity shares of the Companycould decline due to these risk factors and you may loose all or part of your investmentsQualitative Factors We have over 16 years of experience in the existing line of business. We have been carrying on business of civil works for road, irrigation, ports, industrial and other projects and havecompleted projects amounting to over Rs. 1,36,405 lakhs.We have been accredited with ISO 9001-2000 and Q9001-2000 for quality management system which is valid tillMay 2008We undertake contracts in different sectors of infrastructure development viz. roads, site leveling, irrigation andports.We are currently executing projects amounting to more than Rs. 1,04,654 lakhs relating to highways, irrigation andindustrial projects. In addition, we are also having/executing projects in our various joint ventures/ SPV in which ourshare of contract value to be executed, works out to around Rs. 1,35,335 lakhs. We have our own fleet of Construction EquipmentsQuantitative Factors1. Adjusted Earning Per Equity SharePeriod Earning per Equity Share (Rs.) WeightFY 2005-06 19.65* 3FY 2004-05 17.90 2FY 2003-04 10.47 1Weighted Average 17.54*Diluted Earning Per Equity Share after considering bonus issue made in November, 2005.2. Price / Earning (P/E) ratio in relation to the Offer Price of Rs. 295.Based on the Adjusted EPS for the year ended March 31, 2006: Rs. 15.01Based on the weighted average EPS: Rs. 16.82Industry P/E*i) Highest 100.40ii) Lowest 3.50iii) Average 25.90*(Source: Capital Market July 17 - July 30, 2006. Cagtegory – Construction Sector)33
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TABLE OF CONTENTSPAGE NO.SECTION I:
Page 4 and 5:
GAYATRI PROJECTS LIMITEDTermsBidder
Page 6 and 7:
GAYATRI PROJECTS LIMITEDTermsDescri
Page 8 and 9:
GAYATRI PROJECTS LIMITEDTermsBOTCAR
Page 10: GAYATRI PROJECTS LIMITEDTermsNSDLNS
Page 13: RISK FACTORSAn investment in equity
Page 16 and 17: GAYATRI PROJECTS LIMITED8. Our Prom
Page 18 and 19: GAYATRI PROJECTS LIMITEDMain Object
Page 20 and 21: GAYATRI PROJECTS LIMITEDWe have exe
Page 22 and 23: GAYATRI PROJECTS LIMITEDthe occurre
Page 24 and 25: GAYATRI PROJECTS LIMITED34. Some of
Page 26 and 27: GAYATRI PROJECTS LIMITEDEXTERNAL RI
Page 28 and 29: GAYATRI PROJECTS LIMITEDfor a secti
Page 30 and 31: GAYATRI PROJECTS LIMITEDSteel Ltd.,
Page 32 and 33: GAYATRI PROJECTS LIMITEDSUMMARY OF
Page 34 and 35: GAYATRI PROJECTS LIMITEDTHE OFFERPA
Page 36 and 37: GAYATRI PROJECTS LIMITEDFor further
Page 38 and 39: GAYATRI PROJECTS LIMITEDSYNDICATE M
Page 40 and 41: GAYATRI PROJECTS LIMITEDThe Hongkon
Page 42 and 43: GAYATRI PROJECTS LIMITEDThe price d
Page 44 and 45: GAYATRI PROJECTS LIMITEDCAPITAL STR
Page 46 and 47: GAYATRI PROJECTS LIMITEDDate of No.
Page 48 and 49: GAYATRI PROJECTS LIMITED4. There ha
Page 50 and 51: GAYATRI PROJECTS LIMITED22. Not mor
Page 52 and 53: GAYATRI PROJECTS LIMITEDLimited wil
Page 54 and 55: GAYATRI PROJECTS LIMITEDOther Impor
Page 56 and 57: GAYATRI PROJECTS LIMITEDDividendsIf
Page 58 and 59: GAYATRI PROJECTS LIMITEDPursuant to
Page 62 and 63: GAYATRI PROJECTS LIMITED3. Return o
Page 64 and 65: GAYATRI PROJECTS LIMITEDTAX BENEFIT
Page 66 and 67: GAYATRI PROJECTS LIMITEDcontrol reg
Page 68 and 69: GAYATRI PROJECTS LIMITEDINDUSTRY OV
Page 70 and 71: GAYATRI PROJECTS LIMITEDFour-laning
Page 73 and 74: wagon drills, jack hammers, air com
Page 75 and 76: Top 5 major assignments completed u
Page 77 and 78: The details of top 5 road sector pr
Page 79 and 80: Tendering ActivityA brief flow char
Page 81 and 82: We enter into contracts primarily t
Page 83 and 84: S. Favouring BG No. BG Date Expiry
Page 85 and 86: Memorandum of UnderstandingIn addit
Page 87 and 88: project to pool in their own resour
Page 89 and 90: Following are the number of employe
Page 91 and 92: Syndicate OSL (ST) 1500.00 PLR + 1%
Page 93 and 94: REGULATIONS AND POLICIESThere are n
Page 95 and 96: OUR HISTORY AND CERTAIN CORPORATE M
Page 97 and 98: Date of ChangeJuly 10, 1996Particul
Page 99 and 100: Sl. Name, Designation, Father’s N
Page 101 and 102: Compensation paid to Managing Direc
Page 103 and 104: Management Organisation ChartKey Ma
Page 105 and 106: Mr. Brahmaiah Lingam, D G M (Techni
Page 107 and 108: INFORMATION OF OUR PROMOTER GROUP C
Page 109 and 110: Banksi) Term Lenders (PNB and Andha
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Name of Institution / Bank Principa
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Shareholding Pattern as on August 3
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Board of Directors1. Mr. T V Sandee
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9. M/s Gayatri Digisoft Technologie
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Brief Financials(Rs. in Lakhs)Parti
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Board of Directors1. Mrs. T. Indira
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Page 125 and 126:
Indira Publications Private Limited
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However the firm was corporatized,
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Board of Directors1. Ms. T Indira R
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Shareholding Pattern as on August 3
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Page 135 and 136:
Brief Financials(Rs. In Lakhs)Parti
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Page 139 and 140:
Page 141 and 142:
Brief Financials(Rs. In Lakhs)Parti
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Benefit of the Joint VentureTo obta
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Related Party Transactions as per A
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DIVIDEND POLICYThe declaration and
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SCHEDULE-ISTATEMENT OF RESTATED ASS
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ANNEXURE II-AConsolidated Notes to
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8. Related Party Transactions as pe
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10. Accounting for taxes on IncomeA
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18.3.1. Expenditure in foreign curr
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SCHEDULE-VCAPITALIZATION STATEMENT(
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SCHEDULE-IXDETAILS OF LOANS AND ADV
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Details of related parties:Associat
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MANAGEMENT’S DISCUSSION AND ANALY
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Our Results of OperationsAs a resul
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ExpenditureOur expenditure consists
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DepreciationDepreciation increased
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Status of any publicly announced Ne
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lakhs (for value of work done upto
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11. Gayatri Projects Limited vs. St
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V. Ramulamma vs. Gayatri Projects L
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Govt. of Andhra Pradesh vs. Gayatri
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for Loss of Profit suffered by the
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whether the claimant is a small sca
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Govt. of India and South Indian Mil
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and Other Claims. The total amount
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GOVERNMENT AND OTHER APPROVALSIn vi
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S. No. Name of State Type of regist
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(Rs. in lakhs)Financial Year 2001-0
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Regional Rural Banks, Co-operative
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Activity (Rs. In Lakhs) % of Total
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ii. Gayatri Sugars Limited (erstwhi
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OFFER STRUCTUREPublic Issue of 29,0
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OFFER PROCEDUREBook Building Proced
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The above information is given for
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6. Each Bid cum Application Form wi
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Each category of Bidders i.e. QIBs,
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Price Discovery and Allocation1. Af
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of PAN along with the application f
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By signing the Bid-cum-Application
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No separate receipts shall be issue
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All Bidders can seek allotment only
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3. For QIB BiddersBids received fro
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2. Direct Credit - Applicants havin
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As per the current regulations, OCB
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Such offer shall be made by a notic
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for all his shares of each class wi
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Directors, and the forfeiture shall
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Renewal of share warrantThe board m
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ALTERATION OF CAPITALIncrease of ca
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estrictions as the Company in Gener
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Chairman of general meetingWhen if
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P r o x yTime for deposit of instru
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Additional DirectorRemoval of Direc
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draft thereof in writing is circula
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Reserve and depreciation fundsDivid
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Service by postMember resident abro
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INDEMNITYEvery Director, Auditor, O
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11. Consent letters from Promoters,
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THIS PAGE HAS BEEN INTENTIONALLY LE
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