BOARD OF DIRECTOR
THE FILING OF THIS DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE
COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS DRAFT LETTER OF OFFER.
Disclaimer Statement from the Issuer and Lead Merchant Banker
Our Company and the Lead Manager accept no responsibility for statements made otherwise than in this Draft Letter of Offer or in any advertisement or other material issued by our Company or by any other persons at the instance of our Company and anyone placing reliance on any other source of information would be doing so at his own risk.
The Manager to the Offer accepts no responsibility, save to the limited extent as provided in the Memorandum of Understanding entered into between our Company and the Manager to the Offer viz. Khandwala Securities Limited.
All information shall be made available by the Manager to the Offer and the Company to the public, its shareholders and investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever including road show presentations, research or sales reports or at collection centres or elsewhere.
Caution
Our Company and the Manager to the Offer accepts no responsibility for the statements made otherwise than in this Draft Letter of Offer or in the advertisement or in any other material issued by or at the instance of our Company and the Manager to the Offer and any one placing reliance on any other source of information would be doing so at his/her/their own risk.
The Lead Manager and our Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of this Draft Letter of Offer with the Stock Exchanges.
Disclaimer with respect to jurisdiction
This Issue is being made in India to persons resident in India (including Indian nationals resident in India), who are majors, Hindu Undivided Families, Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized to invest in shares, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Commercial Banks, Regional Rural Banks, Cooperative Banks (subject to RBI permission), Trusts registered under the Societies Registration Act, 1860,as amended from time to time, or any other Trust law and who are authorized under their constitution to hold and invest in shares, permitted insurance companies and pension funds and to NRIs on non-repatriable basis and FIIs registered
with SEBI. This Draft Letter of Offer does not, however, constitute an Issue to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an issue or invitation in such jurisdiction.
Any person into whose possession this Draft Letter of Offer comes into is required to inform himself about and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Letter of Offer has been filed with SEBI for observations and SEBI has given its observations and the final Letter of Offer has been filed with ROC as per the provisions of the Act. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Letter of Offer may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Letter of Offer nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company i.e. Splash Media & Infra Limited since the date hereof or that the information contained herein is correct as of any time subsequent to this date.
Designated Stock Exchange
The Designated Stock Exchange for the purpose of the Issue will be the BSE. Disclaimer Clause of the BSE
Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated [●], permission to this company to use the Exchange's name in this Draft Letter of Offer as one of the stock exchanges on which this company's securities are proposed to be listed. The Exchange has scrutinized this Draft Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner;
i. warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Letter of Offer; or
ii. warrant that this company's securities will be listed or will continue to be listed on the Exchange; or
iii. take any responsibility for the financial or other soundness of this company, its promoters, its management or any scheme or project of this company;
and it should not for any reason be deemed or construed that this Draft Letter of Offer has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
Filing
This Draft Letter of Offer has been filed with SEBI, Plot No. C 4-A,‘G’ Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. All legal requirements applicable till date of filing this Draft Letter of Offer with the Stock Exchanges have been complied with.
A copy of the Draft Letter of Offer, required to be filed under SEBI (ICDR) Regulations, 2009 would be filed with all the Stock Exchange(s) where the Equity Shares of our Company are listed.
Listing
In case the permission for listing of the Equity Shares and for official quotation of the Equity Shares is not granted by the above mentioned Stock Exchange, the Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Draft Letter of Offer and if such money is not repaid within eight days after the day from which the Issuer becomes liable to repay it, then the Company and every director of the Company who is an officer in default shall, on and from the expiry of 8 days, be jointly and severally liable to repay the money with interest prescribed under Section 73 of the Companies Act 1956.
Our Company has received in-principle approval from BSE vide its letter no. [●] dated [●].
The Company with the assistance of the Manager to the Offer shall ensure that all steps for the completion of necessary requirements for listing and commencement of trading at the Stock Exchange mentioned above are taken within seven days of finalization of the Basis of Allotment for the Issue.
Impersonation
Attention of the Investors is specifically drawn to the provisions of subsection (1) of Section 68A of the Companies Act which is reproduced below:
“Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”
Consents
Consents in writing of the Board of Directors of the Company, Statutory Auditors of the Company, Company Secretary / Compliance Officer of the Company, Manager to the Offer to the Issue, Registrar to the Issue, Banker’s to the Company, Legal Advisor to the Issue to act in their respective capacities obtained and filed along with a copy of the Draft Letter of Offer with the Registrar of the Companies, Maharashtra, Mumbai under Section 10 of the Companies Act, 1956 and such consents will not have withdrawn upto the time of delivery of the Draft Letter of Offer for registration.
Expert Opinion
Except for the Statement of Tax Benefits mentioned on page 48 of this Draft Letter of Offer, no expert opinion has been obtained.
Issue related Expenses
The expenses of the Issue payable by the Company includes brokerage, fees and reimbursement to the Lead Managers, Registrar to the Issue, Legal Advisors, Bankers to the issue, SCSB, Auditors, and other related expenses including printing and distribution expenses, Advertisement and publicity, listing fees, stamp duty will be met out of the Issue Proceeds.
Particulars Amount % of total expenses of issue % of total issue size
Lead Merchant Bankers [●] [●] [●]
Registrars to the Issue [●] [●] [●]
Legal Advisors [●] [●] [●]
Bankers to the Issue [●] [●] [●]
SCSB Commission [●] [●] [●]
Auditors [●] [●] [●]
Others (listing fees ,Stamp duty and other expenses, Advertisement and marketing expenses, Printing &
Stationery (including courier
and transportation charges) ) [●] [●] [●]
Total [●] [●] [●]
Fees Payable to the Manager to the Offer
The total fees payable to the Manager to the Offer including for the Issue will be as per the Engagement Letter executed between the Company and the Manager to the Offer dated December 10, 2010 copy of which is available for inspection at the Registered Office of our Company.
Fees Payable to the Registrar
The total fees payable to the Registrar to the Issue will be as per the Memorandum of Understanding executed between our Company and the Registrar to the Issue dated December 10, 2010 copy of which is available for inspection at the Registered Office of the Company. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund order(s) or allotment advice by registered post or speed post or under certificate of posting.
Underwriting Commission
The present issue is not being underwritten and hence no underwriting commission is payable. Previous Issue Details
On August 27, 2009 our Company allotted 10,96,500 Convertible Warrants on Preferential Basis to Non- Promoters. The said Warrants were converted into Equity Shares and were allotted into two tranches i.e. on September 15, 2009 and September 19, 2009 at a price of Rs. 83/- each (including the premium of Rs. 73/-each) per Equity share.
Commission and Brokerage on Previous Issues
No sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the equity shares in last 5 years.
Issue otherwise than for Cash
Our Company has not issued any Equity Shares for a consideration otherwise than for cash except Bonus Equity Shares since its inception.
Promise vis-a-vis Performance
Companies under the same Management
There are no listed companies under the same management within the meaning of Section 370(1B) of the Act except promoter of our Company.
Outstanding Debentures, Bonds and Preference Shares
As of date, our Company does not have any outstanding Debentures, Bonds or Preference shares. Stock Market Data for Shares of the Company
Our Company’s shares are listed on BSE and VSE. As the shares are actively traded only on BSE, the Company’s stock market data has been given for BSE.
The high and low closing prices recorded on BSE for the preceding three fiscal years and the number of shares traded on the days the high and low prices were recorded are stated below:
Year High
(Rs.) High Date Volume
Low
(Rs.) Low Date Volume
Total Volume for the Year Average (Rs.) 2008 182.00 January 8, 2008 5066 45.15 August 2008 06, 102 1,98,30,718 109.42 2009 551.60 December 22, 2009 918 35.10 January 2009 12, 1 31,58,15,490 125.45 2010 768.00 June 08, 2010 20,536 69.10 November 19, 2010 6,26,925 31,24,42,683 101.65 (Source: Bombay Stock Exchange Limited, official website: www.bseindia.com, Mumbai)
The details of the share prices on the BSE during last 6 months are as follows: Month High (Rs.) Date of High Volume (no of shares) Low (Rs.) Date of Low Volume (no of shares) Total Volume in the Month (no of shares) Average (Rs.) November 2010 133.05 November 05, 2010 1,39,405 69.10 November 19, 2010 6,26,925 98,72,612 89.62 October 2010 106.5 October 29, 2010 8,02,940 80.10 October 18, 2010 3,85,276 96,59,778 93.80 September 2010 91.00 September 27, 2010 6,49,237 72.15 September 9, 2010 97,609 66,80,206 81.37 Aug 2010 76.15 August 20, 2010 1,02,855 70.80 August 03, 2010 96,169 18,95,069 73.16 Jul 2010* 736.00 July 16, 2010 July 23, 2010 6,668 71.05 July 29, 2010 35,247 1,69,317 495.25
Jun 2010 768.00 June 08, 2010 20,536 700.00 June 01, 2010 16,151 3,50,680 737.77 May 2010 705.25 May 31, 2010 24,198 377.00 May 5, 2010 1,439 1,64,673 554.75 (Source: Bombay Stock Exchange Limited, official website: www.bseindia.com, Mumbai)
Note: The Equity Shares of our Company were split from a face value of Rs. 10 per Equity Share to Re.1/- per Equity Share as per the resolution of our shareholders dated June 30, 2010.Currently the Face value of our Equity Share is Re.1/-
* The Company fixed the Record date as July 31, 2010 for the purpose of Sub-division of face value of the Equity Shares from Rs. 10/- to Re.1/- each.
Weekend prices for the last four weeks on BSE are as follows:
Week ended High (Rs.) Date of High Low (Rs.) Date of Low December 10, 2010 86.10 December 7, 2010 69.25 December 8, 2010 December 03, 2010 89.00 December 01, 2010 71.90 November 29, 2010 November 26, 2010 83.90 November 22, 2010 70.00 November 23, 2010 November 19, 2010 94.95 November 15, 2010 69.10 November 19, 2010 Source: Bombay Stock Exchange Limited, official website: www.bseindia.com, Mumbai)
The closing price of the equity shares of the Company as on November 2, 2010 on BSE was Rs. 94.50 the trading day immediately after the date on which the Board of Directors approved the resolution for the Issue.
Mechanism for Redressal of Investor Grievances
The agreement between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least one year from the last date of despatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, folio number, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the application was submitted.
ADROIT CORPORATE SERVICES PRIVATE LIMITED 19, Jafer Bhay Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri (E), Mumbai - 400 059.
Tel: +91-22-28594060/ 28596060; Fax: +91-22-28503748
Website: www.adroitcorporate.com E-Mail: [email protected] Contact person: Mr. Surendra V Gawade SEBI Registration No: INR0000227 Disposal of Investors’ Grievances
Our Company or the Registrar to the Issue shall redress routine investor grievances within 15 business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. The Board of Directors of our Company has constituted a Shareholder/Investor Grievance Committee which, inter-alia, approves issue of duplicate certificates and oversees and reviews all matters connected with securities transfers and other processes. The Committee also looks into redressal of shareholders’ complaints related to transfer of shares, non-receipt of declared dividend, etc. The Committee oversees performance of the R&TA and recommends measures for overall improvement in the quality of investor services. The summary assures that the Board of Directors in respect of the complaints, if any, to be received shall
Our Company assures that the Board of Directors in respect of the Companies, if any, to be received shall adhere to the following schedule:
Sr. No. Nature of Complaints Time table for redressal
1 Non-receipt of Refund Within 15 business days of receipt of complaint subject to production of satisfactory evidence(s) 2 Non-receipt of Share Certificate/
Demat Credit Within 15 business days of receipt of complaint subject to production of satisfactory evidence(s) 3 Any other Complaint related to
the Issue Within 15 business days of receipt of complaint with all relevant papers / evidence(s) The investor’s complaints received by our Company are as follows:
Sr. No.
Particulars Number of investor’s complaints received
Number of complaints disposed off during that period
1 Investor’s complaint/ grievances received after March 31, 2010 upto the date of this Draft Letter of Offer
Nil Nil 2 Investor’s complaint/ grievances received during the financial year end
2010 Nil Nil
3 Investor’s complaint/ grievances received during the financial year end 2009
Nil Nil 4 Investor’s complaint/ grievances received during the financial year end
2008 Nil Nil
Investor’s complaint/ grievances pending as on the date of filing of this Draft Letter of Offer with the Board: Nil
Investors may contact our Compliance Officer and Company Secretary in case of any pre-Issue/ post -Issue related problems such as non-receipt of letters of allotment/share certificates/demat credit/refund orders etc. His address is as follows:
Mr. Chhotulal Rawa Bhagwat
Payarelal Building, Near Infant Jesus School, Chincholi Bunder Road, Malad (West), Mumbai–400 064, India
Tel: +91-22-28722384/ 32204831 Fax: +91-22-28722384
Changes in Auditors during the last three years
There has been following changes in the Auditors during the last three years.
Name of the Auditor Date of Change Reason
M/s. ABN & CO. September 22, 2009 Resignation
M/s. PKC & Associates September 22, 2009 Appointment as a Statutory Auditor
M/s. PKC & Associates November 2, 2010 Resignation
M/s. Ramanand & Associates November 2, 2010 November 27, 2010*
Appointment as a Statutory Auditor
* M/s. Ramanand & Associates, Chartered Accountants, Mumbai has been appointed as a Statutory Auditor of the Company vide Special Resolution passed in the EGM dated November 27, 2010.
Capitalization of Reserves or Profits (during the last five years)
Our Company has capitalized Rs. 7,02,90,000/-of out of Reserves for issuance of Bonus in the year 2009. Revaluation of Assets (during the last five years)