PRE STUDY OF INITIAL PUBLIC OFFERING (IPO) WITH D & A FINANCIAL SERVICES PVT LTD

SUMMER INTERNSHIP PROJECT SUBMITTED TO ERA BUSINESS SCHOOL (EBS)

SUBMITED BY: SONAM ARYA PGDM 0101PG016

ACKNOWLEDGEMENT
An understanding of study like this is never an outcome of the efforts of the single person rather it been the imprint of number of persons who directly or indirectly helped me in completing the present study. I sincerely want to thank all those whose sincere efforts and advises made my project work a real educative and effective one. I take the opportunity to express my profound sense of gratitude and respect to all those who helped me through the duration of the project. I would especially like to thanks Ms Yamini Lodha, my training mentor for her dynamic guidance and dedicated approach. Her diplomatic leadership and knowledge about the services inspired me a lot through which I gained a great level of confidence. I would like to express my hearted gratitude to my faculty Ms Vandana Sharma whose sincere guidance helped me to learn the basic perspectives underlying the project and with the help of Mr. J.S.Subramanian, head of the Corporate Resource Center who organized such a fabulous corporate interface. I would also like to express my hearted thanks and love to my parents, friends, colleague who have been the pillars of support and encouragement throughout.

SONAM ARYA 0101PG016

TABLE OF CONTENTS

CHAPTER 1) EXECUTIVE SUMMARY

CHAPTER 2) PROFILE OF THE COMPANY

CHAPTER 3) INTRODUCTION TO THE PROJECT

CHAPTER 4) ABOUT THE PROJECT

CHAPTER 5) REPORT ON BUSINESS UNIT

CHAPTER 6) UNDERSTANDING OF FUNCTIONAL PRODUCTS

CHAPTER 7) KEY LEARNINGS

CHAPTER 8) REFERNCES

CHAPTER 1- EXECUTIVE SUMMARY

The main objective of this project is to understand the pre study of Initial Public Offering done by the Merchant Bankers. This report talks about how IPO helps in raising funds for companies going public, how and what are the steps taken by the companies before going for the IPO and also the role of SEBI, NSE & BSE. It gives us idea how IPO is driven in market, what factors are considered before going for an IPO and what all documents are needed by the Merchant bankers for drafting a Red Herring Prospectus. IPO has been one of the most important generators of funds for the small companies making them big and given a new vision in past and it is still continuing its work and also for coming years. Public issues can be classified into Initial Public offerings and further public offerings. In a public offering, the issuer makes an offer for new investors to enter its shareholding family. The issuer company makes detailed disclosures as per the DIP guidelines in its offer document and offers it for subscription. Initial Public Offering is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. IPO is new shares Offered to the public in the Primary Market .The first time the company is traded on the stock exchange. A prospectus is issued to read about its risk before investing. IPO is a companys first sale of stock to the public. Securities offered in an IPO are often, but not always, those of young, small companies seeking outside equity capital and a public market for their stock. Investors investing in an IPO must be ready to bear high risk in their investment.

CHAPTER 2 INTRODUCTION TO THE TOPIC Merchant Banking

In banking, a merchant bank is a financial institution primarily engaged in offering financial services and advice to corporations and to wealthy individuals. The term can also be used to describe the private equity activities of banking. The chief distinction between an investment bank and a merchant bank is that a merchant bank invests its own capital in a client company whereas an investment bank purely distributes (and trades) the securities of that company in its capital raising role. Both merchant banks and investment banks provide fee based corporate advisory services including in relation to mergers and acquisitions. Funds are tapped from the capital market to finance various mega industrial projects. In attracting public savings, merchant bankers play a vital role as specialized agencies. The resource raising functions remains to be the primary business of a merchant banker. The primary market holds the key to rapid capital formation, growth in industrial productions and exports. There has to be accountability to the end use of funds raised from the market. Merchant bankers assist corporate in raising capital. They assist in issue of Shares, syndicating loans, public issue of debentures. They do not provide funds. They only assist. They also actively arrange working capital, appraisal, Projects scrutinize & persuade merger proposals. Merchant bankers are a body corporate who carries on any activity of the issue management, which consist of preparing prospectus & other information relating to the issue. Merchant banks in India are not allowed to conduct any business other than that related to securities market. There is no official category in investment banking Role of Merchant bankers A large company that wishes to raise money from investors through the stock market can hire a merchant bank to implement and underwrite the process. The Merchant bank determines the number of stocks to be issued, the price at which the stock will be issued, and the timing of the release of new stock. The Merchant banker files all the paperwork required with the various market authorities and is also responsible for marketing the new stock. Some Merchant bankers specialize in a single area, such as underwriting or international finance

Importance and Growth of Merchant Banking Important reason for the growth of merchant banking has been developmental activity throughout the country, exerting excess demand on the sources of funds for ever expanding industry and trade, thus leaving a widening gap under bridged between demand and supply of inevitable funds. Merchant bank plays highly significant role in mobilizing funds of savers to investible channels assuring promising returns on investments and thus can help in meeting the widening demand for investible funds for economic activity. Merchant banks have been procuring impressive support from capital market for the corporate sector for financing their projects. Organizational setup of Merchant Bankers in India In India a common organizational setup of Merchant bankers to operate is in form of division of Indian and Foreign banks and financial institutions, some firms are organized by financial and technical consultants and professionals. Securities Exchange Board of India (SEBI) has divided the merchant bankers into 4 categories. Each category is authorized to perform certain functions. 1. Institutional Base Where Merchant banks function as an independent wing or subsidiary of various private/central government institutions, most of the financial institutions in India are in public sector and therefore such setup plays a role on the lines of government priorities and policies 2. Banker Base These merchant bankers function as a division/subsidiary of banking organization. The parent banks are either nationalized commercial bank or the foreign banks operating in India. These organizations have brought professionalism in merchant banking sector and they help their parent organization to make a presence in capital market 3. Broker Base In recent past there has been an inflow of qualified and professionally skilled brokers ,these brokers undertake merchant banking related operations also like providing investment and portfolio management services.

Initial Public Offering (IPO)

IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded. In an IPO, the issuer obtains the assistance of an underwriting firm, which helps it determine what type of security to issue (common or preferred), the best offering price and the time to bring it to market. IPOs can be a risky investment. For the individual investor, it is tough to predict what the stock will do on its initial day of trading and in the near future because there is often little historical data with which to analyze the company. Also, most IPOs are of companies going through a transitory growth period, which are subject to additional uncertainty regarding their future values. An initial public offering (IPO), referred to simply as an "offering" or "flotation", is when a company (called the issuer) issues common stock or shares to the public for the first time. They are often issued by smaller, younger companies seeking capital to expand, but can also be done by large privately owned companies looking to become publicly traded. In an IPO the issuer obtains the assistance of an underwriting firm, which helps determine what type of security to issue (common or preferred), best offering price and time to bring it to market. Once a company is listed, it is able to issue additional common shares via a secondary offering, thereby again providing itself with capital for expansion without incurring any debt. This ability to quickly raise large amounts of capital from the market is a key reason many companies seek to go public. There are several benefits to being a public company, namely:
   

Bolstering and diversifying equity base Enabling cheaper access to capital Exposure, prestige and public image Attracting and retaining better management and employee through liquid equity participation Facilitating acquisitions Creating multiple financing opportunities: equity, convertible debt, cheaper bank loans, etc. Increased liquidity for equity holder

 

Registration Process for an IPO Going public requires a Registration Statement which is a carefully Drafted document that is prepared by Merchant Bankers. It requires detailed discussions on information pertaining to:
y y y y y y y y

Business product/service/markets Company Information Risk Factors Proceeds Use (How are you going to use the money) Officers and Directors Related party transactions Identification of your principal shareholders Audited financials

After registration statement is prepared, it is submitted to the Securities and Exchange Commission and various other regulatory bodies for their detailed review. When this process is completed, company and their management team will do a road show to present their company to the stock brokers who will then sell your stock to the public investors. Procedure for applying in an IPO When a company floats a public issue or IPO, it prints forms for application to be filled by the investors. Public issues are open for a few days only. As per law, any public issue should be kept open for a minimum of 3days and a maximum of 21 days. For issues, which are underwritten by financial institutions, the offer should be kept open for a minimum of 3 days and a maximum of 21 days. For issues, which are underwritten by all India financial institutions, the offer should be kept open for a maximum of 10 days. Generally, issues are kept open for only 3 to 4 days. The duly complete application from, accompanied by cash, cheque, DD or stock invest should be deposited before the closing date as per the instruction on the form. Before applying for any IPO, analyze the following factors: 1. Who are the Promoters? What is their credibility and track record? 2. What is the company manufacturing or providing services Product, its potential.

3. Does the Company have any Technology tie-up? If yes, what is the reputation of the collaborators? 4. What has been the past performance of the Company offering the IPO? 5. What is the Project cost, what are the means of financing and profitability projections? 6. What is the Risk factor involved?

How to make payments for an IPO The payment terms of any IPO or Public issue is fixed by the company keeping in view its fund requirements and the statutory regulations. In general, companies stipulate that either the entire money should be paid along with the application or 50 percent of the entire amount be paid along with the application and rest on allotment. However, if the funds requirements are staggered, the company may ask for the money in calls, that is, the company demands for the money after allotment as and when the cash flow demands. As per the statutory requirements, for public issue large than Rs. 250 crores, the money is to be collected as under:
y y y

25 per cent on application 25 per cent on allotment 50 per cent in two or more calls

Understanding IPO Grading The Companys obtained IPO Grading from Credit Analysis and Research Limited (CARE) and Credit Rating Information Service of India Limited (CRISIL). CARE assigns IPO Grade on a scale of 5 to Grade 1, with Grade 5 indicating strong fundamentals and Grade 1 indicating poor fundamentals. CAREs IPO Grading is an opinion on the fundamentals of the issuer. IPO grading is a onetime assessment and the analysis draws heavily from the information provided by the issuer as well as information obtained from sources believed by CARE to be accurate and reliable. However, CARE, does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information.
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CAREs IPO grading does not take cognizance of the price of the security and it is not a recommendation to buy, sell or hold shares /securities. It is also not a comment on the offer price or the listed price of the scrip. It does not imply that CARE performs an audit function or forensic exercise to detect fraud. It is also not a forecast of the future market performance and the earnings prospects of the issuer; also it does not indicate compliance/ violation of various statutory requirements. CARE shall not be liable for any losses incurred by users from any use of the IPO grading.

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CHAPTER 3 COMPANY PROFILE DOOGAR & ASSOCIATES (D&A) FINANCIAL SERVICES LTD
D & A Financial Services (P) Limited (D & A) is a hi-tech financial services company promoted and managed by hardcore professionals powered with excellent infrastructure & manpower support. D & A is registered with SEBI to act as a Category - I Merchant Banker. D & A is basically engaged in Merchant Banking and Corporate Advisory activities, which include: 1. Services in the capital market 2. Services for corporate advisory 3. Services for corporate governance Services in the Capital Market y y y y y y y y y Initial Public Offer Follow on Public Issue Rights Issue Open Offers of Takeovers Delisting of Securities Buy back of Securities Qualified Institutional Placement Placement of Equity/Debentures/Preference shares Syndicating short term and long term fund requirement of Corporate

Services for Corporate Advisory y y y y y Valuation ESOS & ESPS certification Corporate and Financial Restructuring Project Structuring Debt Syndication
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Mergers and Acquisitions

Services for Corporate Governance y y y Due diligence as per Corporate Laws Due diligence as per Listing Agreement Due diligence as per Accounting Standards

In the arena of the Merchant Banking activities, D & A s focus is to ensure prompt and absolutely transparent services, which are in the best interest of clients and potential investors. D & A has on its rolls, a team that has managed more than 75 Public/Rights Issues as Lead Manager, acted as advisor to the issue in more than 50 Public issues and managed more than 40 Takeover Offers/ Buyback offer / Delisting offer as Manager to the Offer.

Corporate Overview
y The Financial Services Organization with core areas of specialization in Merchant Banking, Project Finance, Business Valuation and Corporate Advisory Services. Boards of Directors are the pathways of guidance to see today where we are. Seats are Mr. OP Bhandari, Mr. Dinesh Kaushik, Mr. MK Doogar, Mr. BR Sachdeva Experienced Professional Management- A team of competent professionals, within the Group, comprising of Senior Chartered Accountants, MBAs & Company Secretaries, with wide experience in the field of Investment Banking and Corporate Advisory Services The Board has experience of dealing & interacting with the NSE & BSE, SEBI for more than 15 years. Offices in Delhi, Mumbai & Ahmadabad.

Doogar & Associates have established contacts & good clientele base in a short period with the help of the promoters who have successfully managed various public/rights issues and many others. They are now the leading financial consultant for various

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Companies. They facilitate in placement of shares. They have excellent skills for understanding of intricacies of capital market and aggressive in approach. D & A is registered with SEBI to act as a Category - I Merchant Banker. D & A is basically engaged in Merchant Banking and Corporate Advisory activities. As a Merchant Banker, D & A provides solutions to corporate, which are desirous of mobilizing capital. It provides wide range of services which includes investment research, preparation of offer documents, legal compliances and post issue monitoring.

Infrastructure & Human Resources

Registered & Head office The registered and head office of the company is situated in the heart of city, Delhi at 13, community centre, 2nd floor, East of Kailash, New Delhi -110065. It is spacious office fully equipped with all infrastructural facilities. Other offices are in Mumbai and Ahmadabad. D&A equipped with a team of experienced professionals like Chartered Accountants, Company Secretaries, Law Graduates, and MBAs.

Business Philosophy
There broad and comprehensive expertise enables them to provide Clients with objective assessments of their current situation and devise effective strategies for their growth and revenue generation. The team D&A approaches each client as a unique entity with a distinct perspective in its industry and market and assist them in improving the top & bottom line. We have extensive experience in both the private and public sectors, with specialized knowledge in Merchant Banking & Corporate Advisory Services. y y Assessment 7 Evaluation of Clients Current Business, appropriately. Suggest ways & means of growth (both organic & inorganic) with Domestic & International Perspectives.
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Advise defending the proposition of Clients & carry out the transactions successfully. There deep understanding & Expertise of Mid-Sized Companies have helped many of their Clients to grow to next ORBIT.

There specialized advisory services result in effective solutions and measurable results, enabling them to become a highly valued as trusted advisor to leading companies in diversified sectors.

MERCHANT BANKING & CAPITAL MARKET, PROJECT FINANCING, CORPORATE ADVISORY SERVICES, BUSINESS CONSULTING, PRIVATE EQUITY are the core areas of the company

MERCHANT BANKING & CAPITAL MARKET y y y y y y y IPO RIGHT ISSUE TAKEOVERS FPO QIPS GDR/FCCB BUY BACK OF

CORPORATE ADVISORY SERVICES

MERGERS & ACQUSITIONS CAPITAL RESTRUCTING CORPORATE GOVERNANCE BUSINESS VALUATION JOINT VENTURES BUSINESS STRATEGY & PLANNING DEBT SWAPPING

SHARES y LISTING OF DEBT SYNDICATION

COMPANIES

(Source- http://www.dnafinserv.com/index.php)
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Public/Right Issues
D&A offers the following services during Management of Public/Rights issue: y y y y y y Advising in finalization of capital structure Compliance of all due diligence formalities Preparation of offer documents Preparation of detailed marketing plan Typing up underwriting and placement through book building process Completion of post issue formalities which includes assistance in listing of securities

Assignments handled by company after 2009 IPOs & Rights Issue (Completed)

y Shilpi Cable Technologies Limited y Shri Nataraj Ceramics & Chemicals Ltd
y Raunaq International Limited

IPOs & Rights Issue (Filed with SEBI)) y y y Brooks Laboratories Ltd (DRHP Filed) M&B Switchgear Limited (DRHP Filed) Magnum Ventures Ltd (SEBI Clearance)

IPOs & Rights Issue (Under Execution) y y y Gandhi City Hitek R&D Pvt. Ltd. Unicure India Pvt Ltd. Maiam Global Foods Ltd

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Takeovers
Takeover is technically known as Substantial Acquisition of Shares. The purpose of a takeover is to gain management control of the target company. Plans of horizontal diversification, Elimination of competition, Backward and Forward Integration are the motives behind any Takeover bid. The taking over company buys the shares of the target company by making an offer to the existing shareholders at a specified price. In takeover offers, a Merchant Banker has to be appointed to manage the acquisition of shares. The process starts with the Acquirer executing an MOU with the banker. The due diligence exercise is carried out in accordance with the relevant SEBI rules/regulations/guidelines and the Public announcement and offer document is prepared and submitted to SEBI for their observation. D&A also undertakes preparation of the legal documentation connected with takeover.

Buyback
Buyback is a tool in the hands of the management of cash rich companies for: y y y y Enhancing the intrinsic worth of the shares by cutting the flab of floating stock Making the company closely held and getting the same delisted Defense against hostile takeover attempts The procedure for buyback involves compliance of the provisions of Company Law and SEBI regulations.

The buyback process starts with the company executing an MOU with the merchant banker. The due diligence exercise is carried out in accordance with the relevant SEBI rules & regulations and the public announcement and offer document is prepared and submitted to SEBI for their observation.

Delisting
Delisting is an exit route available under SEBI to the company whose shares are listed on stock exchange, where exit opportunity through reverse book building is to be given to the shareholder. A merchant banker is required to be appointed by the Acquirer/Promoter to complete the Delisting process.

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Assignments handled by company after 2009 y y y y y y y Bhoruka Financial Services Ltd (DLF Group) Pioneer Urban Land & Infrastructure Ltd Kular Constructions Limited SA Portfolio Limited Papyrus International Limited Abhishek Finance Ltd Chinar Industrial Investment & Finance Limited

ESOS & ESPS

Employee stock option scheme (ESOS) and Employee stock purchase scheme (ESPS) are designed by the companies to give an option to the employees of the company to purchase the shares of the company at a later stage at a specified price as a right. The purpose of ESOS & ESPS is to retain the valuable employees of the companies by offering them benefit in terms of shares of the company at a specified price. They involves the preparation of scheme, preparation of various schedule, agreement certification of compliance of the guidelines, listing compliance required under listing agreement with stock exchange. Assignments handled by company after 2009 y y y y y y y India bulls Financial Services Ltd. India bulls Real Estate Ltd India bulls Securities Ltd India bulls Power Ltd. Triveni Engineering & Industries Limited PVR Cinemas Limited Jamuna Auto Industries Limited
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Qualified Institutional Placement

In qualified institutional placement, a merchant banker has to appointed to manage the issue and allotment of the securities as per the SEBI DIP Guidelines. The process starts with the company executing an MOU with the merchant banker. The due diligence exercise is carried out in accordance with the relevant SEBI rules & regulations and the public announcement and offer document is prepared and submitted to Stock Exchange for their observation. The offer document is circulated either in electronic form or physical form to the QIBS along with the Bid Cum Revision Form. The final offer document is filled with SEBI for record purpose. Assignments handled by company after 2009 y y y y y y ALSTOM Projects India Ltd ACL Wireless Ltd Copal Research India (P) Ltd Idhasoft Ltd SRS Finance Ltd SRS Real Infrastructure Ltd

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DIRECTORS OF THE COMPANY

M K Doogar A Chartered Accountant of New Delhi, well known name in the Capital Market field since 1989 having vide experience in the field of Capital Market, Corporate Finance, Taxation and Audits. He has handled more than 75 Public/Rights Issue of total amounting to around Rs 1500 crores. He has also handled many Takeover / Buyback/ Delisting offers. He was Member of "Corporate Governance Committee" constituted by Securities and Exchange Board of India under the Chairmanship of Shri Narayan Murthy for making recommendation for the standard of governance to be exercised by the corporate houses. He has good experience in dealing with media and addressed more than 200 press conferences. He is the winner of "Udyog Rattan Award. He is a member of the Managing Committee of the PHD Chambers of Commerce and Industry and also a member of "ASSOCHAM" He has authored the following books: y y y Guide to Capital Issues Guide to Sick Industrial Companies Practice & Procedure of Public Issues

Dinesh Kaushik Mr. Dinesh Kaushik is a Management Graduate with a very long and illustrious carrier of over 24 years with various reputed corporate houses. He is a Gold Medalist in B. Sc., MBA (Finance & Marketing). Dinesh Kaushik is a senior Financial Services person. He has been engaged in following areas of Merchant Banking, Investment Banking and Corporate Finance and Advisory.
y

Merchant Banking IPOs/Right Issues & Listing Over 15 Companies.

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y y y y

Venture Capital / Equity Placement 2 Companies. Loan Syndication For over Rs. 750 Crs for over 20 Companies. Takeover/ Merger/ Preference Issue of Over 7/8 Companies. Project Reports/ Information Memorandum/ Research Report for Over 25 companies in various sectors.

y y

GDR / FCCB Advisor to Overseas issue & Listing Corporate Advisory Amalgamation, Reverse Mergers, Corporatization of Companies etc.

O P Bhandari He is a fellow member of the "Institute of Chartered Accountants" with over 27 years of experience in the field of corporate finance, taxation and other related activities. He has merchant banking experience of more than 15 years. His Core Competencies include:
y

Merchant Banking - Public Issue Management, Takeovers, Merger and Amalgamations, Financial Management Services, and Private Equity Syndication.

Project Financing - Feasibility Study, Loan Syndication, and Networking with Financial Institutions.

y y

Taxation- Tax Planning and representation before authorities Audits - Statutory audits and Internal Audits. He is on the "Board of Ahmadabad Stock Exchange Limited". He is also consultant to many listed and unlisted Companies.

Rekha Doogar She is a post graduate and has more than 12 years experience in securities market. She takes care of back office administration of the Company.

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CHAPTER 4- ABOUT THE PROJECT Documents needed for drafting a Red herring prospectus of the company
Cover Letter Memorandum of association of the company Section 1 General Information, Abbreviations Section 2 Risk Factors y Any criminal, civil proceedings against the company, directors, promoters, any motor vehicle related compensation claims If any franchise agreement of the company, any approvals taken for the agreement, details of the close competitor in the same industry, any loss incurred by the company in the last years, if changes in cost of raw materials, profit margins, any growth strategy, any disruption in the operations or back end production facilities that could affect business, any negative publicity regarding the product brand or company which have adverse effect on the business and future prospects, any intellectual property in harm which can effect business, any pending decision regarding new plant or stores, any failure of raw material by the suppliers which will affect the growth of business, any failure due to illness, injury or various other diseases, any amendment or termination of agreement with the other companies, if forecasting of demand, any past deficit of the funds, any new plans for the growth of business, any companys indebtness, any legal proceeding involved in by the company

Section 3 Introduction y Industry summary Overview of the industry, growth of the industry, y Business summary Companys MOA & AOA, if any companys strengths, if any companys strategy y Financial Information Summary statement for assets and liabilities- balance sheet, summary statement of profit & loss a/c y General Information- MOA of the company, MOU between the book leading manager and issuer of the company, Consent letters from the bankers, address of the registrar if any, name & address of the directors if any, details of domestic legal counsel to the offer if any, details of domestic counsel to selling
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shareholders if any, bankers to the company if any, bankers to the offer if any, IPO Grading- letter from the CARE & CRISIL(IPO grading report), statement of responsibilities of lead manager to the offer in any, book building process if any, if any underwriting agreement Capital Structure- Balance sheet of the company, auditors report, preference share history of the company if any, details of promoters contribution if any, Shareholders details & their holdings if any Object of the offer- Offer for sale if any, fresh issue of shares if there, if any requirement of funds and means of finance, any details of the offer, any schedule of implementation and deployment of funds, any working capital requirement, if any offer related expenses, if monitoring of utilization of funds, basis for offer price, if any quantitative factors, if qualitative factors Statement of tax benefits- if any special tax benefits, if any general benefits, if any benefits available to the members of the company under the act, if any benefits for non members, if any taxation of foreign institutional investors, if wealth tax

Section 4 Industry Overview y Industry overview- about the industry, if any changes in the industry from the past years, any growth drivers of the industry, Monthly expenditure of the products if any, any key challenges in the industry y Companys business MOA & AOA, companys strength, weakness, opportunities, threats if any, companys strategy y Regulation and policies in India Industry related policies, all the acts related to food industry from the law book. y History & other corporate matters- MOA,AOA, any changes in the registered office, any awards & recognition, any certificate received by the company, main objects of the company if any, any change in MOA, any holding or subsidiaries company, any strategic partners, any agreement between the company and shareholders, any other material agreement, any trade license agreement y Management- AOA, MOA, incorporation certificate, Bio data of the directors, qualification certificate, salary statement of the directors, appointment letter of employees, directors, any terms & conditions for the employees, interest of directors if any, any changes in board of directors, auditors report, chart showing the organizational structure, name & details of the managerial employees, statement showing their holding capacity

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Promoters and group company details details of the corporate promoters, Bio data of the promoters, legal documents, qualification certificate, MOA & AOA of group companies, incorporation certificate, balance sheet, P&L statement, auditors report, financial statement, details of group companies if any, Dividend Policy- if any dividend paid by the company

Section 5 Financial Information of the company y Auditors report, Annexure showing Offer documents prepared by the directors, balance sheets, P&L A/C, statement showing assets & liabilities of the company, Cash flow statement, Annexure showing nature of operations, Annexure showing related party transactions, statements showing loans & advances, letter of loan sanction, offer for loan, statement showing debtors, investments, accounting ratios, statement of dividend paid if any, any other income of the company, tax returns, letter of the loan sanction by various banks y Management discussion & analysis of financial condition & result of operations income statement, cash flow statement, balance sheet

Section 6-Legal & other information y Summon by court for settlement of issues, Legal notice and litigation documents, any criminal case order, any civil case order, consumer complaints, industrial dispute, claims & notice for statutory proceedings, any civil suit order, cases of group companies y Government & other approvals- MOA & AOA, Incorporation certificate if any, letter of approval for the operations, letter of approval for trademarks Act, patents Act, pending applications if any, approvals in relation to store, letter of approval from RBI if any, approval from NSE & BSE if any y Other regulatory & statutory disclosures- Approval letters from NSE, BSE, SEBI, RBI, consent letter from directors, promoters, compliance officer, company secretary, charted accountant Section 7- Offer related information, offer structure y Letter showing Bidders information, number of equity shares issues, letter of allotment, refund orders, MOA, AOA, Red herring prospectus, bid cum application form, revision form, confirmation of allocation note, terms of red

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herring prospectus, letter from RBI, SEBI, ROC, guidelines, notification and regulations Section 8- Main provisions of the article association of the company y Provision in the article association of the company if any Section 9- Other information, material document and contract for inspection y Document of inspection, engagement letter of BRLM, agreement between the company, BRLM & the selling shareholders, Escrow agreement copy, underwriting agreement, MOA & AOA revised, certificate of incorporation, letter of authoring the offer from resolution of board, RBI approval letter, trade license agreement, promoters shareholder agreement, examination report of auditors, appointment letters of the directors, copies of annual report, consent letter of the auditors, application letter listed from BSE & NSE, agreement letter between company & ROC, Due diligence certificate, IPO grading report, SEBI observation letter, Consent letter from IPO grading agency, bankers to the company, BRLM, Roc, legal counsel, Company secretary, compliance officer.

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FORMAT OF AGREEMENT BETWEEN LEAD MERCHANT BANKERS TO THE ISSUE AND ISSUER/ISSUING COMPANY
This Agreement made BETWEEN....... (Name of the issuer), having its registered office at......... (Registered office address of the issuer) (Hereinafter referred to as "the issuer") AND (Name of the lead merchant bankers), having their registered office at...................... with the branch office at . WHEREAS: (1) The issuer is taking steps for the issue of...................... (Particulars of the issue) to the public/ existing shareholders of the issuer (the said issue of specified securities hereinafter referred to as "the issue"); AND (2) The issuer has approached the lead merchant bankers to manage the issue and the lead merchant bankers have accepted the engagement inter-alia, subject to the issuer entering into an agreement for the purpose being these presents; NOW, THEREFORE, the issuer and the lead merchant bankers do hereby agree as follows. (1) Besides the lead merchant bankers....................., and................. Would be acting as the co-managers to the issue. (2) The issuer hereby declares that it has complied with or agrees to comply with all the statutory formalities under the Companies Act, 1956, the Securities and Exchange Board of India Regulations, 2009 and other conditions, instructions and advices issued by Securities and Exchange Board of India and other relevant statutes to enable it to make the issue and in particular in respect of the following matters: Consent of the shareholders has been obtained vide........... (Details of the resolution) passed in the general meeting held on.............. (Date of the meeting). (3) The issuer undertakes and declares that any information made available to the lead merchant banker or any statement made in the offer document shall be complete in all respects and shall be true and correct and that under no circumstances it shall give or withhold any information or statement which is likely to mislead the investors. (4) The issuer also undertakes to furnish complete audited annual reports, other relevant documents, papers, information relating to pending litigations, etc. to enable
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the lead merchant banker to corroborate the information and statements given in the offer document. (5) The issuer shall extend all necessary facilities to the lead merchant banker to interact on any matter relevant to the issue with the solicitors / legal advisors, auditors, consultants, advisors to the issue, financial institutions, banks or any other organization and any other intermediary associated with the issue in any capacity whatsoever. (6) The issuer shall, whenever required and wherever applicable, in consultation with the lead merchant banker, enter into an agreement with the intermediaries associated with the issue, clearly setting forth their mutual rights, responsibilities and obligations. A certified true copy of such agreements shall be furnished to the lead merchant banker. (7) The issuer shall take steps to pay the underwriting commission and brokerage to the underwriters, stock brokers, etc. within the time specified in any agreement with such underwriters, stock brokers, etc. or within a reasonable time. (8) The issuer undertakes to furnish such information and particulars regarding the issue as may be required by the lead merchant banker to enable them to file a report with the Board in respect of the issue. (9) The issuer shall not resort to any legal proceedings in respect of any matter having a bearing on the issue except in consultation with and after receipt of advice from the lead merchant banker. (10) The issuer shall not access the moneys raised in the issue till finalization of the basis of allotment or completion of issue formalities. (11) (Consequences of breach) --------- (give details)

DISCLOSURES IN RED HERRING PROSPECTUS

(1) Instructions: (a) Only relevant and updated information and statistics shall be disclosed in the offer document. Further, the source and basis of all statements or claims made shall be disclosed. Terms such as market leader, leading player, etc. shall not be used unless they can be substantiated by proper source of information which shall be disclosed.

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(b) All blank spaces in the draft offer document shall be filled up with appropriate data before registering the offer document with the Registrar of Companies or filing the same with the recognized stock exchanges. (c) Simple English for easy understanding of the contents of the offer document may be used. The technical terms used in explaining the business of the issuer may be clarified using simple terms to ensure better understanding by investors. (d) Wherever it is mentioned in the offer document that details are given elsewhere in the document, the same shall be adequately cross-referenced by indicating the page and paragraph numbers. (e) The offer document should not make any forward looking statements that cannot be substantiated. (f) Consistency may be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. (g) The issuer shall ensure that all material matters informed or reports circulated prior to the issue or thereafter by the issuer or any person on its behalf or attributed or attributable to the issuer having a material bearing in taking an informed decision shall also be covered in the offer document, except to the extent specifically disallowed under the regulations. (2) An issuer making a public issue of specified securities shall make the following disclosures in the offer document: (I) Cover Pages: The cover page shall be of adequate thickness (preferably minimum hundred gcm qualities).

(A) Front Cover Pages: (1) The front outside and inside cover pages of the offer document shall be white and no patterns or pictures shall be printed on these pages. (2) The front outside cover page of the offer document shall contain only the following issue details: (a) The type of offer document (Red Herring Prospectus / Shelf Prospectus / "Prospectus").
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(b) The name of the issuer, date and place of its incorporation, its logo, address of its registered office, its telephone number, fax number, contact person, website address, email address and where there has been any change in the address of the registered office or the name of the issuer, reference to the page of the offer document where details thereof are given. (c) The names of the promoters of the issuer. (d) The nature, number, price and amount of specified securities offered and issue size, as may be applicable. (e) The aggregate amount proposed to be raised through all the stages of offers of specified securities made through the shelf prospectus applicable) shall be incorporated in a box format in case of an initial public offer. (f) The names, logos and addresses of all the lead merchant bankers with their titles who have signed the due diligence certificate and filed the offer document with the Board, along with their telephone numbers, fax numbers, website addresses and e-mail addresses. (g) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. (h) Issue schedule: (i) Date of opening of the issue. (ii) Date of closing of the issue. (iii) Date of earliest closing of the issue, if any. (i) Credit rating, if applicable. (j) The following details under the heading IPO Grading shall be incorporated in case of an initial public offer: All the grades obtained for the initial public offer and reference to the page number(s) on which the details of IPO grading are given. (k) The name(s) of the recognized stock exchanges where the specified securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchanges. (B) Back Cover Pages: The back inside cover page and back outside cover page shall be in white.
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(II) Table of Contents: The table of contents shall appear immediately after the front inside cover page. (III) Definitions and Abbreviations: (A) Conventional or general terms. (B) Issue related terms. (C) Issuer and industry related terms. (D) Abbreviations. (IV) Risk Factors: (V) Prominent Notes (VI) Introduction

CHAPTER 5- REPORT ON BUSINESS UNIT

INDUSTRY OVERVIEW

Food service industry in India

The food service industry has been classified or defined as the sale of food and drinks for immediate consumption, either from the premises from which they were bought or, in designated eating areas shared with other food service operators, or in the case of takeaway (home-delivery) transactions, freshly prepared food for immediate consumption (Source: Food Franchising Report 2009). The food service industry has two distinct sectors the organized segment and the unorganized segment, each with its own unique operational characteristics. According to the Food Franchising Report 2009, the Food services industry in India was estimated to be worth Rs. 580,000 million in 2008, out of which Rs. 80,000 million, or 7.24%, was accounted for by the organized sector. The Food Franchising Report 2009 estimates that the consumer food services value sales grew by 20% in 2008 over 2007.
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Dhabas and roadside eateries comprising street stalls are the most common forms of restaurants and have traditionally addressed eating out requirements of Indians. Such outlets which lack technical and accounting standardization form a part of the unorganized segment. The organized segment is characterized by accounting transparency, organized supply chain with quality control and sourcing norms, and multiple outlets. In the affluent and middle classes, while the expenditure on food as a percentage share of consumption expenditure has dropped, the total expenditure on food has increased across all the classes. Food expenditure was earlier concentrated around the basic food items like food grains, vegetable oils, and sugar, whereas there is now increased spending on fruits and vegetables, eggs, meat, beverages and processed foods as a result of both increased availability and affordability. The size of the Indian food industry estimated at US$ 200 billion in the year 2006-07, is estimated to reach US$ 300 billion by 2015.

Key drivers of growth in the food services industry in India

1. Changing demographic profile

The changing demographic profile of India has led to the growth of the food services industry. The food services industry not only serves as a meal option, but it has also become a lifestyle 58 choice. The quick and convenient option that the food services sector, especially the QSR Industry offers has been instrumental to the higher demand of the eating out or ordering-in food habits.
2. Rising income levels

Penetration of Quick Service Restaurants industry is also improving due to growing income levels as well as aggressive marketing by the quick service restaurant chains in India. The average real per capita income growth in India rose from 3.3% during the (1997-2002) to 6.1% during the (2002-2007). (Source: Reserve Bank of India Annual Report, 2008)This has led to a higher spending capacity which provides a huge opportunity for penetration for the food services sector. 3. Growth of middleclass India has the presence of a strong 300 million middleclass population. (Source: Technopak Report 2009) As the middleclass has been the largest consumer of the food
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services industry, the increase in the middleclass would lead to higher growth in the food services industry. 4. Younger population The growth of the QSR industry is also influenced by the higher younger population. Based on the Technopak Report 2009, over 65% of Indias population is below 35 years of age, which provides for a greater penetration opportunity. Further, the 21 to 40 year olds constitute the majority among those who eat out regularly. (Source: Technopak Report 2009) 5. Rising urbanization The proportion of households ordering in or eating out is more prevalent in the cities and towns than in the rural areas. Around 29% of Indias population is in urban centres, and this statistics is expected to increase. (Source: Technopak Report 2009) This rising urbanization is anticipated to lead to higher spending on the food services industry.

6. Increase in nuclear families Going out and ordering in are more prevalent food habits among the nuclear families than the joint families in India. According to the Technopak Report 2009, approximately 1.5-2% of joint families give rise to nuclear families every year. 7. Increase in number of working women force Participation of urban Indian woman in the workforce increased from 14% to 17% between 2000 and 2005. (Source: Technopak Report 2009) This would also help the growth of the food Services and QSR industry. According to the Technopak Report 2009, 51% populations among those who eat out at least once in a month belong to the female population of India.

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Key Challenges in the Food Service Industry

1. Poor infrastructure Poor core infrastructure like transportation and erratic power supply are major concern in the country across the food value chain. While India is the leading producer of many of the crops in the world, nearly 25-35% of this production is spoiled due to infrastructure bottlenecks. (Source: Technopak Report 2009) 2. Lack of organized supply chain Non-availability of facilities like high tech controlled production, on farm grading, packing, cold chains, logistics, warehousing, integrated processing units, inefficient supply chain in addition to lack of specialized distribution companies for perishables produce/ processed food products is yet another problem that the sector urgently needs to address. Such specialized companies will provide refrigerated transport and warehouse facilities, along with timely distribution of products. Organized supply chain solutions are also a major requirement of restaurants. 3. Food regulations The Indian food and processing industry is governed by multiple legislations. Dealing with an array of food laws and governing bodies is also a challenge. The Government of India has now realized the need for a single regulatory body and an integrated food law, by establishing a new authority, the Food Safety and Standards Authority of India (FSSAI) set up under the Food Safety and Standards Act, 2006. 4. Lack of process able produce and irregular supply Indian agriculture is still dominated by the practice of production driven market supply instead of market driven production, which leads to inconsistency in quality of produce and supply. There is a need to focus on process able variety of produce with a roundthe-year supply. 5. Licensing requirements and antiquated laws The number of licenses required to operate a food service store is a significant roadblock. There are at least 10 basic licenses such as a municipal license, Pollution Control Board approvals, license under the Prevention of Food Adulteration Act, 1954. This may vary from state to state. In addition, the duration of these licenses vary from one to three years.

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6. High price of real estate The success of a food service store or restaurants depends on the location. Real estate space is limited and is characterized by high rentals which impact the food service sector. 7. Shortage of skilled and semi-skilled manpower There is a lack of skilled and semi-skilled manpower in the food servicing industry. The industry is highly labour intensive, with requirements for trained chefs, managerial staff and other support staff. There are very few institutes catering to any of these requirements and as of now, the industry sourcing its employees from the same pool as the retail industry

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Contribution of Food Industry in our Economy

Food industry plays a vital economic role in providing essential services, generating national wealth, creating jobs and stimulating other business activities. The industry size has been estimated at US$ 70 billion by the Ministry of Food Processing, Government of India. The food processing industry contributed 6.3 per cent to Indias GDP in 2003 and had a share of 6 per cent in total industrial production. The industry employs 1.6 million workers directly. The industry is estimated to be growing at 9-12 per cent during the period 2002 to 2007. Value addition of food products is expected to increase from the current 8 per cent to 35 per cent by the end of 2025. Fruit & vegetable processing, which is currently around 2 per cent of total production will increase to 10 per cent by 2010 and to 25 per cent by 2025. The highest share of processed food is in the dairy sector, where 37 per cent of the total produce is processed, of this only 15 per cent is processed by the organized sector. The sector is expected to attract phenomenal investments of about Rs 1,400 billion in the next decade. The core materials sectorsfarm, food processing, textiles, and other manufacturing generated 41 percent of food and fiber GDP and employment in 1972, falling to 30 percent of GDP and 21 percent of jobs in 2001. Wholesale and retail trade and the foodservice sectors grew, providing 63 percent of all food and fiber system jobs in 2001. In 1972, the trade sector (wholesale and retail) contributed the most to GDP, followed by services, other manufacturing, food processing, and farming. In 2001, services tied trade as the largest industry, and foodservice has become the fourth largest in the food and fiber sector.

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(Source: http://mofpi.nic.in/)

(Source: http://mofpi.nic.in/)

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CHAPTER 6- UNDERSTANDING OF FUNCTIONAL PRODUCTS

COMPANY OVERVIEW The modern business name MAIAM comes from the age old parent business which was over decades in food processing goods like pulses, grains, dhal, flour, edible oils, value added products, restaurants and mass food service. Founded by late L Venkatasamy, the Chairman of MAIAM GROUP COMPANIES followed and administered in closely held family members as Directors, under the leadership of V Thilagarasu, Managing director, an efficient and professionally qualified in Management studies. This is a professionally managed company with a non promoting director on board and professionals to handle the concern activities. Goal/Vision: y y To become the countrys first largest food service Company which produces all ingredients for preparation of food and to sell- farm to fork style To make sense in doing quality business which are beneficial to investors, company, general public, community & country

Scope: The expansion of sales and opportunities are unlimited, emerging Pan India operations and setting up a model in all states, gradually sale of foods to Indian Railways, Flight Catering etc.

Main objectives of the company to be pursued on its incorporation: y To buy, sell, import, export, manufacture process, market all varieties of Dhall products and pulses, cereals, spices, food, grains and other various agro based products. To carry on the business of millers in all its branches to set up mills for milling of all varieties of Dhall, wheat, gram, other grains and cereals, basin, Maida, Atta, gram, other products ad to manufacture any by products and foods products, all kinds and description. To carry on the business of the purchase, import, export, market and trade in domestic markets in all types of agro products and to engage in manufacture, process and sell all varieties of Dhall and pulses.
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To manufacture, develop, convert, sell, purchase, deal in export, import all kinds of pharmaceuticals, medical, chemical preparations and compounds, drugs and formulations. To carry on the business of generating power, electric, gas and coal energy from wood and to sell to society, government, industries, private and public. To generate and sell any wood based and agro based power and energy based products and to generate power, energy. To carry on the business of power generating from bio products and to generate, secure, purchase, use and distribute electric power and to transmit, distribute.

MAIAM GLOBAL FOODS LTD (MGFL) is currently manufacturing pulses, cereals, flours, and selling in the brand name Maiams JEEVAN- in consumer retail packs and in wholesale packs. MGFL has modern & state of art plant for cleaning, sorting, & grading the raw materials and processing, finishing & packaging of the finished goods. They have an age old well organized and full proof distribution network to sell the manufactured goods, goods selling its products by appointment of stockiest, distributors and dealers covering currently only Tamil Nadu. Their customers are common man; institutions, hotel and catering industry. Their products are eatable and edible food items, all being used for preparation of food and meals for every session.

Products & Business: As the current products are used in food preparation, hotels & food retails, the company aimed to do the finishing work to earn more gains. All basic ingredients required to prepare & sell a food is commodity, which was the whole strength of the company. Pilot Project: Company decided to set up pilot project and make the mission successful. Up on decision, major other ingredients oils, spices & vegetable were included in the main business and sales as ingredient is going well and acquired knowledge on the products

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Acquisition: The Company has acquired a pure vegetarian restaurant to prepare food and to do retailing. The company has successfully running the restaurant with its ingredients manufactured. Industrial catering, food retails sales are also commenced and running successfully. The company has also entered into long term lease for cultivation of vegetables and greens in a most natural way, without adding must chemicals and pesticides. Trial Run: The restaurant shows a good profit when compared to other similar restraints due to actual cost of self made products. The other pluses are the quality of the food/meals served is better than similar industry for the price, due to basic ingredient quality assurance and control form raw materials. The Pilot project trails reveals that the figures project based on the multiple number are achievable and per unit sales figures confirms the basic idea. Model unit is successful and operationally viable and proved expected results. The development and multiplication is the future project. Brand: The Company has applied the trade mark registration with trade mark authority. The applied brand and brand in trade for last 10 years is

maiams

Jeevan

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Why Company wants to go for an Initial Public Offering

Maiam global food limited is a pioneer industry in food processing and the directors experience in food ingredients manufacturing and food service is the basic idea. Commercially the food grains and basic food ingredients are the essential commodities and are totally an un-organized sector in India. The industry average shows an indication of 5% profit in the segment. On the other hand, the service industry (hotels & catering) that uses these commodities and sell the value added foods with operating margin of 200 to 500%. Companys aim is innovation, value addition & captive consumption to sweep the competition and stand as a pioneer in that line. Project idea of company is just addition of few current activates in India like Flight Catering, Industrial Catering, Mass food service to IT/BPO, success of chain restaurants, fast & packed food concepts in the front line and experience in food ingredients manufacturing along with food service knowledge.

Catering Institutes Hotel & retials House Food

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Swot Analysis of the Company

Strength: y The promoters background- both educated and experienced in handling same industry. The main promoters are young and professionally qualified to run an industry and organization. Strategic location of the project Organization and people with adequate finance to build the branded operation. Growing economy and worlds largest population and food habits. Multi leg sales strategy and support to the project to attain successful mission.

y y y y

Weakness: y y No organized data or references available for the statics planning. No skilled work force, need for the first step of training and introduction to business. Sizeable work force is un-skilled and needs more supervisory efforts.

Opportunities: y y y y Expansion of project to all major districts and Talkus in south India. Not too many people available in branded chain food retails. Peoples drastic requirement of healthy, hygiene food for reasonable rates. Opportunities to enter into corporate tie-ups like railways, flight catering, star hotels.

Threat: y y y Regional/local steer competition in certain pockets. Act of god- earthquakes, rain, flood etc. Opportunity of job hopping-attrition rate at the lower level.

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MAIAMS MORINGA FOUNDATION

A reputed business house started in 1996 has agro based products as prime matter of business & growing at reasonable rate year -to-year & aims to be a global player in Agro industry with global presence. The companies / division are as follows: Health food, Imports, Restaurant, Dhall products Health food Incorporated in 2003, Moringa Foundation, a unit of Maiam Group Companies, Chennai has carved a niche as a leading manufacturer and exporter of Moringa based health products. They are dedicated to manufacture healthy food like health mix, juices, soups, weaning baby foods and variety of chutney. The company is marching ahead on the path of success under the leadership of an enterprising youth Mr. V. Thilagarasu, who is basically an Engineer, Master of Business Administration & an Academician, have developed interesting concept of "Moringa (Drumstick tree, an Indian native plant)". They are the pioneers in propagating the healthy values of the same, in the nation. Products They present a vast range of products based on original Moringa. Their products offer various health benefits and are very nutritious food supplements. Range of products include, Moringa Powder, Chutney & Pickles, Green Tea, Capsule, Milk Powder Sprouted Ragi, leaf powder, Ragi Flour, Health Juice, Soup Powder, Moringa In Can, Sprouted Ragi Flour and Rice Flour. These products have been recognized as the source of various vital nutrients. Imports Trading of various pulses of domestic and international sources, such as Red Gram, Beans, Black Gram, Peas, Bengal Gram, etc. The trading division founded in the year 2006 has started humbly with products being bought of origins from Burma , Australia & Canada and trading in bulk quantities. Started the direct imports from the year 2008 and aims many more mile stone of overseas presence and to a trans-national bulk commodity trading solutions provider with a global presence.

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Restaurant They expertise in foods & cereals industry, established a FINE DINNING RESTAURANT PURELY VEGETARIAN meeting 2 STAR restaurant standards. A stateof-art kitchen, with full SS 304 grade equipments, UV treated water & with all hygiene and sanitation arrangement. They assure your comfort of food taste, quality & service at all times. Dhall Products Processing of pulses into Dhall such as Tur Dhall, Urid Dhall, Roasted Bengal gram, Channa Dhall, and edible flour such as Rice, millet, gram flour is the flagship business of their business group. Procuring raw pulses form domestic states like Andhra Pradesh, Karnataka, Maharashtra, UP, MP & Tamil Nadu from the farmers through agents and are basically cleaned and graded for the quality and quantity and are processed as per the condition and variety of the pulses/gram and produced in edible nature of Dhall packed in 50/100 KG bags sold in whole sales markets. Products they sell y Moringa Capsule They offer Moringa Capsule, which is made of the powdered leaves of Moringa. These are used in many health related problems and in the treatment of many diseases like Tuberculosis. The best feature of our capsules is that these devoid of have any side effects. y Moringa Green Tea They manufacture top quality Moringa Green tea which is made out of fine blending of fresh matured moringa leaf and processed under careful methods have topped the segment of green tea. A dip of moringa green tea bag is full of anti-oxidants, better than any other green tea. y Moringa Health Mix Powder They present an ideal health mix porridge powder, Jeevan which is 100% pure with no artificial preservatives. Their international formula has been introduced for the first time in India. It is fully manufactured and packed under hands free sophisticated ultramodern tech.

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Moringa Soup Powder They offer Moringa Soup powder, which is used in the preparation of Moringa or Drumstick Soups. Delicious and tasty, these are offered at industry leading prices to their clients all across the globe. Their soup is highly nutritional and is available at affordable prices.

Pure Moringa Leaf Powder

They manufacture pure Moringa leaf powder, which is known for its nutritional values. This can be consumed fresh, dried or cooked and can also be stored. It is an excellent nutritional supplement can be added in a variety of dishes. Moringa Leaf Powder has the greatest impact.

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HISTORY & CERTAIN CORPORATE MATTERS

Brief History of the Company Company was incorporated on 2nd December 2004 under the Companies Act 1956 as a private limited company under the name Maiam Dhall Mills Private Limited. Company changed its name by duly passing the necessary resolution in terms of Section 21 of the companies Act on 18th November 2010 under the name of Maiam Global Foods Private Limited. Company was converted to public limited company dated 25th November 2010, following which name changed to Maiam Global Foods Limited and a fresh Certificate of Incorporation was issued upon Change of name on conversion of Public Limited Company. Registered Office of the company- C.S.No 1-SIDCO Industrial Estate, MMDA ColonyArumbakkam-Chennai-Tamil Nadu and Companys Identification Number is U 15313 TN 2004 PTCO 54801 Shareholders of the Company As at the time of incorporation, company had 5 shareholders. Name of the shareholder 1. V.Thilagarasu 2. L.Venkataswamy 3. A.Jayashree Thilagarasu 4. B.Adhikesavalu 5. A.Shailesh Kumar No. of Equity shares taken 2000 shares 2000 shares 2000 shares 2000 shares 2000 shares

Main Objects to be Pursued by the Company on its Incorporation y To carry and undertake the whole or any part of the business, property and liabilities of any person carrying on any business which the company is authorized to carry on or possession of property suitable for the purpose of the objects of the company To invest and deal with money of the Company, not immediately required in such manner as may, from time to time, be thought fit to subject to the provisions of the Act.
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To produce gas and electricity necessary for the purpose of the business of the company. To manufacture, develop, convert, sell, purchase, deal in, export, import all kinds of pharmaceuticals, medical, chemical preparations and compounds, drugs and formulations. To generate and sell any wood based and agro based power and energy based products and to generate power, energy. To generate electricity through non convectional energy sources such as wind mills, biomass, generation plants, anywhere in India and to generate, harness, develop, accumulate, distribute and supply.

Amendments to the Memorandum of Association Date of Amendment 18 November 2010 Company changed its name to Maiam Global Foods Private Limited 25 November 2010 12 January 2011 12 January 2011 y Company changed its name to Maiam Global Foods Limited Authorized Share Capital increased from 3 crores to 30 crores Main objects was amended/added in the existing objects

To carry on the business of Restaurants, kitchens, hotels, and act as hoteliers, hotel proprietors, hotel managers, restaurants keepers, refreshment room proprietors, milk and snack bar proprietors, caf and tavern proprietors, lodging house proprietors, ice-cream merchants, sweetmeat merchants, milk manufacturers and merchant bankers, confectioners, professional merchants, licensed victuallers, wine and spirit merchants, blenders and bottlers. To carry on the business of millers in all its branches to set up mills for milling of all varieties of dall, wheat, gram, other grains and cereals, basin, Maida, Atta, sujji and other allied products and to manufacture any by-products and foods products, such as biscuits, flakes, Dalia and confectionary from flour of all kinds and description.

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y y

To buy, sell, import, export manufacture, process, market all varieties of dall and pulses, cereals, spices, food grains and other varieties of agro based products. To carry on the business of oil extraction, vegetable oil, hair oil, edible oil and carry on the business of trading, import and export and to import machines for food & food oil, food ingredients, milling, pulses and spices, masala & nuts. To carry on trade or retail business in India through retail outlets and including but not limited to hyper markets, super markets, mega stores/discount stores, cash and carry, departmental stores, shoppers plaza, direct to home, phone order and mail order, catalogue, through internet and other forms and multi level channels for all products and services, dealing in all kinds of goods, materials and items including but not limited to food & provisions, household goods, consumer durables, jewellery, home improvement products, footwear, luggage, furnishing & accessories and acquiring and running food service and entertainment centers including but not limited to multiplexes, cinemas, gaming centers, amusement parks, restaurants and food courts.

Business position of the Company The Company has been manufacturing & trading spices, pulses, oils and food grains till 2010.Also the company merged into Restaurant business and earned the annual sales turnover of more than 1 crores. Now currently, company is manufacturing pulses, cereals, spices in the brand name of Maiam Jeevan in consumer retail packs and in bulk for wholesale packs. The company has modern and state of art plant for cleaning, sorting and grading the raw materials and processing-finishing and packing of the finished goods. The company is having old age full proof and well organized distribution Network to sell its product. Company also started their Vegetarian restaurant on the frontage of existing Chennai pulses unit serving food for highway customers (Chennai-Kolkata highway), Industrial people and nearby residents of Poneri, Minjur, Aarani for the last one and half years. They also provide food service to nearby industrial areas for its employees. The successful & profitable results has shown 20%-30% more profits than the industrial index due to direct cost saving of all major inputs from our own products manufactured in bulk at factory sale price together with the assured quality & quantity.

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Business Agreement Strategically Maiam Global Foods Ltd has entered into a great business agreement with the North Indian major corporate M/S Patanjali Ayurved limited (PAL), Haridwar founded by Baba Shri Ram dev-an 120 Cr FMCG Company dealing all products ranges from Candy to Clothes, Ayurved to Food, Cosmetics to Toiletries, Juices to RTS and Pulses to Spices. According to the agreement MGFL& PAL has signed to do mutual business in oils, spices and pulses. Wherein, MGFL will supply to them all south oriented products as a principal supplier to PAL. Thereafter PAL will sell North Centered products, manufactured by them into South India-under MGFL as the principal dealer for the entire South India. South Centered products are Coconut oils, Channa pulse, spices, some rice products and North Centered products are few spices like Coriander, cumin seeds, wheat and wheat products and all primary pulses from North.

ITEM

FY 2010-11

FY 2011-12

Products

Pulses, food grains, spices, oils

Pulses, spices, oils, food grains, wheat products & rice Pulses- Chennai, own modern plant Oils-Coimbatore, contract manufacturing Spices-Salem, own manufacturing unit

Manufacturing Division

Pulses-Chennai, own modern plant Oils-Coimbatore, contract manufacturing

Percent of Manufacturing

35%

50%

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Trading % to sales

65%

50%

Volume Estimate for Manufacturing Installed manufactured capacity

7000 MT/Annum

15000 MT/Annum

10000 MT/Annum

15000 MT/Annum

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KEY LEARNINGS
y y y y y y y y y y Sense of Independence Looking at self as reliable, efficient and contributed resource To sit and critize is easy than to execute the work Making connections and spot decisions Values are important, they should be intact no matter what Respect for work always Choose your words correctly Professionalism always save you Accountability Punctuality

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REFERENCES

y y y y

http://www.scribd.com/doc/28076595/Merchant-Banking-in-India http://en.wikipedia.org/wiki/Initial_public_offering http://www.sebi.gov.in/acts/icdrregu.pdf http://www.tradeindia.com/Seller-2011947-Maiam-Group-Company/HealthFood-412.html http://www.sebi.gov.in/dp/jubilantdraft.pdf Other company documents, financial reports

y y

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