Special studies in Finanace

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IPO presentation specially made for SSF Subject for 5th sem....

INTRODUCTION- WHAT IS IPO??
IPO is initial public offer.

Initial public offering (IPO), also referred to simply as a "public offering“. In order to start business ,every company has to raise finance for the purpose of purchasing fixed assets like land,building,machinery,equipments etc. for this purpose all company need long term finance in the form of ownership capital. IPO comes under primary capital market where shares are issued first time directly to public.
By Akshata.sawant roll no 59 TYBMS,Tolani clg

IPO Presentation on VRL Logistics Limited

GENERAL INFORMATION VRL LOGISTICS LIMITED Our Company was incorporated in the State of Karnataka as a private limited company under part IX of the Companies Act, 1956 under the name of Vijayanand Roadlines Private Limited and a Certificate of Incorporation dated March 31, 1983 was issued by the Registrar of Companies, Bangalore, Karnataka. The Company became a deemed public Limited Company in the year 1994 and an endorsement to this effect was made by the Registrar of Companies, Bangalore, Karnataka on July 1, 1994, on the Original Certificate of Incorporation dated March31, 1983. Pursuant to a special resolution passed by the Shareholders in the Extraordinary General Meeting held on February 14, 1997 the status of our Company was subsequently changed from a deemed public Limited Company to a public limited company. The name of our Company was changed to VRL Logistics Limited and a fresh certificate of incorporation, consequent on change of name, was granted to our Company on August 25, 2006 by the RoC Karnataka.

What is primary market?
A market that deals with issuance of new securities , it a capital market where securities are directly sold to public. The process of selling new issues to investors or public is called underwritting, in case new stock issue,this sale is an Initial Public Offer (IPO)

The main points which conclude the IPO are as follows:
1. Every company planning to come for IPO has to comply with all the above mentioned procedure. 2. IPO is one of the forms of raising the capital and which is the effective one though it has defects. 3. As the price factor plays major role along with the time of the issue, every company must specify the proper pricing strategy for the shares. 4. Merchant banker also plays a significant role in an IPO process by operating the IPO and looking into various aspects. 5. In order to succeed in the fund raising through IPO route one has to be through with DIP guidelines. 6. As the investor protection is important, the company has to ensure investors by offering good prospects in the prospectus. 7. Before coming to an IPO every company has to have a good track record of financial performance. 8. SEBI is the regulator for all IPO’s it has to ensure its due diligence in issue of shares. 9. The utilization of the funds from IPO is significant and as per the objective mentioned in prospectus. 10. Listing is important for the company on the stock exchange, so it has to be done with proper pricing.

THE NAME YOU CAN TRUST

Introduction

VRL LOGISTICS LIMITED (The Company was originally incorporated as a private limited company under the name of “Vijayanand Roadlines Private Limited” on March 31, 1983 at Bangalore in the State of Karnataka under the Companies Act, 1956, as amended (“Companies Act”). The Company became a deemed public limited company with effect from July 1, 1994. Pursuant to a special resolution passed by the shareholders in an Extraordinary General Meeting held on February 14, 1997, the status of the Company was changed from a deemed public limited company to a public limited company. The name of the Company was changed to “VRL Logistics Limited” and a fresh certificate of incorporation consequent to the change of name was issued by the Registrar of Companies, Karnataka on August 25, 2006. For changes in the Company’s name and registered office see “History and Certain Corporate Matters” on page 112 of this Draft Red Herring Prospectus). Registered Office: R.S. No. 351/1, NH-4, Bangalore Road, Varur, Hubli 581 207, Karnataka, India Telephone: +91 836 2237 607 Facsimile: +91 836 2237 614 Corporate Office: Giriraj Annexe, Circuit House Road, Hubli 580 029, Karnataka, India Telephone: +91 836 2237 511 Facsimile: +91 836 2256 612 Contact Person and Compliance Officer: Mr. Aniruddha Phadnavis Email: [email protected] Website: www.vrlgroup.in

THE PROMOTERS OF THE COMPANY: MR. VIJAY SANKESHWAR AND MR. ANAND SANKESHWAR.

Overview
? We are engaged in the business of providing goods and passenger transportation
services and are currently listed in the Limca Book of Records as the largest single owner of commercial vehicles in the private sector in India. ? We are also one of the private bus operators in the State of Karnataka, Maharashtra and Goa and with a fleet of over 256 owned passenger buses, we carried, approximately 1.56 million passengers in Fiscal 2010 and 1.03 million passengers in the six-month period ended September 30, 2010. As of September 30, 2010, our fleet of vehicles for the goods and passenger transportation business consisted of 2,829 owned vehicles. ?We also operate in three other business segments, which are: courier services, wind power generation and the air charter business. (Source: CRISIL Research)

We offer following services which are summarized below 1. Goods Transportation a. Full truck Load b. Less than full truck Load (Parcel) • General Parcel • Express Cargo c. Courier d. Passenger Travels 2. Wind Power Generation 3. Air Charter Business

Details of BOARD OF DIRECTORS
•Mr. Anand Sankeshwar Managing Director •Mr. Sudhir Ghate Independent Director •Mr. C. Karunakara Shetty Independent Director •Mr. J. S. Korlahalli Independent Director •Mr. Prabhakar Kore Independent Director Corporate Identification Number U60210KA1983PLC005247 Registration Number 005247 Address of the RoC The Registrar of Companies, Karnataka 'E' Wing, 2nd floor Kendriya Sadana Koramangala Bangalore 560 034 India Director Identification Number (“DIN”) 00217773 Director Identification Number (“DIN”) 00035949 Director Identification Number (“DIN”) 01560349 Director Identification Number (“DIN”) 00528428 Director Identification Number (“DIN”) 00509836

IPO Procedures of
VRL Logistics has a total fleet strength of 2,691 vehicles and has 12,000 employees and operations spread across 911 branches covering 2,629 locations in the country.

Syndicate Member(s) Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as an SCSB for the ASBA process and details relating to the Designated Branches of SCSBs collecting the ASBA Bid-cum-Application Forms are available at http://www.sebi.gov.in/pmd/scsb.pdf. Domestic Legal Counsel to the Underwriters AZB & Partners Express Towers, 23rd Floor Nariman Point Mumbai 400 021, India Tel: +91 22 6639 6880 Fax: +91 22 6639 6888

Bankers to the Company
UCO Bank Mid Corporate Bank Branch 13/22, 1st floor, K.G. Road, Bangalore. Tel : (91 80) 41222812/14/15 & 32921709 Fax : (91 80) 41222813 E-mail : [email protected] / [email protected] Website:www.ucobank.com Contact person: Mr. Venkataramana Union Bank of India Cantonment Branch, 171, Devidoss building Commercial Street Bangalore-560001 Tel : (91 80) 22958203/04 Fax : (91 80) 25583835 E-mail : [email protected] Contact person : T. M. R. Natarajan

IPO Committee of VRL Logistic LTD
Our Company has also constituted an IPO Committee at their Board meeting held on February 24, 2007. The IPO Committee consists of: 1 Mr. Vijay Sankeshwar 2 Mr. Anand Sankeshwar 3 Mr. R.P Raichur, 4 Mr. C. Karunakara Shetty The IPO Committee is in charge of all the affairs in relation to the initial public offering of the Equity Shares of our Company. a) To decide on the timing, pricing and all the terms and conditions of the issue of the shares for the Public Issue, including the price, and to accept any amendments, modifications, variations or alterations thereto; b) To appoint and enter into arrangements with the book running lead managers, underwriters to the Public Issue, syndicate members to the public issue, brokers to the public issue, escrow collection bankers to the Public Issue, registrars, legal advisors and any other agencies or persons of intermediaries to the Public Issue and to negotiate and finalise the terms of their appointment, including but not limited to execution of the BRLM’s mandate letter, negotiation, finalization and execution of the memorandum of understanding with the BRLM, etc.

c) To finalise and settle and to execute and deliver or arrange the delivery of the draft red herring prospectus, the red herring prospectus, the final prospectus, syndicate agreement, underwriting agreement, escrow agreement and all other documents, deeds, agreements and instruments as may be required or desirable in relation to the Public Issue; d) To open with the bankers to the Public Issue such accounts as are required by the regulations issued by SEBI; e) To do all such acts, deeds, matter and things and execute al such other documents, etc. as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, finalise the basis or allocation and to allot the shares to the successful Allottees as permissible in law, issue of share certificates in accordance with the relevant rules; f) Do all such acts, deeds and things as may be required to dematerialize the equity shares of the company and to sign agreements and/or such other documents as may be required with the National Securities Depository Limited, the Central Depository Services (India) limited and such other agencies, authorities or bodies as may be required in this connection;

The company is planning initial public offering (IPO) sometime during February-March. BOOk issued by merchant bankers and submit it to SEBI which includes: Reasons for issuing - Fund setting up of Transhipment Hubs at Gurgaon, Solapur and Bijapur; • Fund setting up of booking and delivery office at Gadag; • Purchase of Vehicles; • Repay a part of secured loans; • Utilize funds for General corporate purposes • Meet Issue Expenses and • Create a public market for equity shares by listing securities of our Company on the stock exchanges No. of Shares 23,566,667 Equity Shares of which QIB Portion Not more than 11,783,332 Net QIB Portion Not more than 8,248,332 The Company may consider participation by Anchor Investors, who are all QIBs, for up to 3,535,000 Equity Shares, at the Anchor Investor Issue Price, in accordance with applicable ICDR Regulations. Bidding in the Anchor Investor Portion shall open and close on the Anchor Investor Bid/Issue Date, i.e., one day prior to the Bid/Issue Opening Date.

Risk Factor-Natural calamities and force majeure events may have an adverse impact on the Indian economy, Increases in interest rates may affect our results of operations , General economic conditions could have a material adverse effect on our business, A rise in fuel prices would adversely affect our operations and profitability, Our goods and passenger transport business are subject to various taxes, which maysignificantly affect our profits. Financial condition - prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, and restated in accordance with the ICDR Regulations. The company has not completed eighteen months since incorporation hence, no financial statement has been prepared as on date by the company. VRL Securities Limited is not a sick company and is not under winding up. VRL Logistics LimitedSBI Capital Markets Limited issuing IPO on December 13th 2010, Observations Issued on march 10,2011( Information of documents for which observations issued by SEBI) Our Company is considering a Pre-IPO placement of upto [?] Equity Shares ("PreIPO Placement"). Upon the completion of the Pre-IPO placement the number of equity shares in the Issue will be reduced by the number of shares in the Pre-IPO Placement. The Issue size offered to the public will remain at least 25% of the post-Issue paid up Equity Share capital.

Credit Rating As this is an Issue of Equity Shares there is no credit rating for this Issue.

Broker to the Issue All brokers registered with SEBI & members of the Recognised Stock Exchange can act as brokers to the Issue.
Application form-The Application Form will be sent by our Company to all the Warrant holders along with the letter of Allotment. The Application Form would also be available to all Warrant holders on requestwith the Registrar during the Warrant Exercise Period and can be downloaded from our Company’s website www.vrllogistics.com.

Allocation of shares-Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the BRLM and the Syndicate Member shall be responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required to procure/subscribe to equity shares to the extent of the defaulted amount as specified in the Underwriting Agreement. Advertisement regarding the Issue Price and the Prospectus A statutory advertisement will be issued by the Company after the filing of the Prospectus with the RoC. This advertisement, in addition to the other information, shall indicate the Issue Price. Any material updates between the date of the Red Herring Prospectus and the Prospectus shall be included in such statutory advertisement. Issuing prospectus - Filing of the Red Herring Prospectus and the Prospectus with the RoC The Company will file a copy of the Red Herring Prospectus and the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of the Companies Act.

SubscriptionMinimum Subscription If our Company does not receive the minimum subscription of 90% of the Issue, including devolvement of underwriters/member(s) of the Syndicate, if any, within 60 days from the Bid/Issue Closing Date, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed under Section 73 of the Companies Act. Allotment of Shares1st Allotment Date Ten (10) working days from the date of expiry of the previous Warrant Exercise Price By March 12, 2010. 2nd Allotment Date Ten (10) working days from the date of expiry of the previous By June 14, 2010. Issue of Share certificate- Every Member or allottee of Shares shall be entitled without payment to receive one or more certificate specifying the name of the person in whose favour it is issued, the Shares to which it relates, and the amount paid thereon. Such certificates shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of fractional coupon of requisite value, save in case of issue of Share certificates against letters of acceptance of or renunciation

Refund- Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/ or commission. SBI Capital markets are the merchant bankers, and the company plans to get listed on National Stock Exchange and Bombay Stock Exchange.

Listing Applications have been made to the BSE and NSE for permission to deal in and for an official quotation of our Equity Shares and Warrants. [?] will be the Designated Stock Exchange with which the Basis of Allotment will be finalized. In-principle approval for listing of the equity shares and warrants of the Company from BSE and NSE have been received vide their letters dated [?] and [?] respectively. If the permissions to deal in and for an official quotation of our Equity Shares and Warrants are not granted by any of the Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Red Herring Prospectus. If such money is not repaid within 8 days after our Company become liable to repay it, i.e. from the date of refusal or within 15 days from the Bid/Issue Closing Date, whichever is earlier, then our Company, and every Director of our Company who is an officer in default shall, on and from such expiry of 8 days, be jointly and severally, liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within 7 working days of finalization of the Basis of Allotment for the Issue. By Akshata.sawant roll no 59 TYBMS,Tolani clg



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