DRAFT PROSPECTUS

 

KEN SOFTWARE TECHNOLOGIES LIMITED

 

(Originally incorporated as KAMAKSHI YARNS PRIVATE LIMITED on 22nd October,1997 with Registrar of Companies, Maharashtra. The name of the company was changed to  Ken Software Technologies Private Limited and fresh Certificate of incorporation was obtained on 22-02-2000.  Subsequently the name was converted into Ken Software Technologies Limited and  fresh certificate of incorporation was obtained on 10-05-2000 in terms of the Companies Act, 1956.)

 

     Registered & Corporate Office : 11-Rayfreda, 2nd Floor, Sir Vasanji Marg, Chakala,

                                                      Andheri  (E), Mumbai-400 093

                                   Ph. :  022 8325410/ 8213283      Fax:  022 8360083

                                                           e-mail :  contact@keninfo.com      website : keninfo.com

PUBLIC ISSUE OF 36,00,000 EQUITY SHARES OF RS.10/- EACH FOR CASH AT A PREMIUM OF RS.5/- PER SHARE AGGREGATING TO RS.540 LACS.

 

 

RISK IN RELATION TO THE FIRST ISSUE

 

This being the first issue of the company, there has been no formal market for the securities of the company. The Issue price has been determined and justified by the Lead Merchant Banker and the issuer company as stated under Justification of Premium-page no.51should not be taken to be indicative of the market price of the equity shares after the shares are listed. No assurance can be given regarding an active or sustained trading in the shares of the Company nor regarding the price at which equity shares will be traded after listing.

 

GENERAL RISKS

 

"Investment  in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised  to read the risk factors carefully before taking  an investment decision in this  offering. For taking an investment decision investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this document”.

Investors are advised to refer to the page no.----- for the statement on risk factors pertaining to this offer.

 

ISSUER'S ABSOLUTE RESPONSIBILITY

 

"The Issuer, having made all reasonable inquiries,  accepts responsibility for, and confirms that this Offer Document contains all information with regard to the Issuer and the issue, which is material in  the context of the issue, that the information contained in this Offer Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other  facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

 

LISTING ARRANGEMENTS

 

Applications have been made to the Stock Exchanges at Pune (Regional Stock Exchange) stock exchange and Hyderabad Stock exchange for permission to deal in and for an official quotation in respect of the Equity Shares being offered in terms of this Prospectus.

 

LEAD MANAGER TO THE ISSUE

 

ARYAMAN FINANCIAL SERVICES LIMITED

SEBI Regn No. - INM 000006807

35, Atlanta, 3rd Floor,

Nariman Point,

Mumbai – 400021

Tel : (022) 282 64 64 / 65 / 66, 288 3134

Fax : (022) 282 64 67

e-mail : aryaman@bom2.vsnl.net.in

 

REGISTRARS TO THE ISSUE

BIG SHARE SERVICES PV. LTD.

SEBI REG. NO. INR 1385

E-2 Ansa Industrial Estate

Saki Vihar Road,

Saki Naka, Andheri East

Mumbai – 400072

Tel : 8523474/8360652

Fax : 8525207

email : bigshare@bom7.vsnl.net.in

 

 

 

 

ISSUE OPENS ON            :

ISSUE CLOSES ON            :

EARLIEST CLOSING DATE    :

 

I N D E X

 

 

 

 

Particulars

Page Nos.

Risk Factors & Management’s Perception

 

Highlights

 

 

Part -  I

 

General Information

 

Capital structure of the Company

 

Terms of the Present  Issue

 

Particulars of the Issue

 

Company, Management and Project

 

Financial Performance of the Company

 

Stock Market Data & Basis for Issue Price

 

Outstanding Litigation, Defaults, Adverse Events and Material Developments

 

Other Matters

 

Risk Factors & Management’s perception thereof

 

Material Development

 

 

Part – II

 

General Information

 

Financial Information

 

Statutory and Other Information

 

Main provisions of the Articles of Association of the Company

 

Material Contracts and Documents for Inspection

 

 

PART – III

 

Declaration

 

 

 

DEFINITIONS

 

Application Form

The form in terms of which the investors shall apply for the Equity Shares of the company.

Articles

Articles of Association of  Ken Software Technologies Ltd.

BOD / Board

Board of Directors of Ken Software Technologies Ltd. or a committee thereof

Company, Issuer,

Ken Software Technologies  Ltd.

Draft Offer Document

This document which is not a Prospectus under section 60 of the Companies  Act, 1956.

Issue/Offer

Public Issue of 36,00,000 Equity Shares of Rs.10/- each  at a premium of Rs.5/- per Shares aggregating to Rs. 540 lacs.

Issue Opening Date

The date on which the issues opens for subscription.

Issue Closing Date

The date on which the issue closes for subscription.

Issue Period

The period between the Issue Opening Date and Issue Closing date 

Memorandum

Memorandum of Association of the company i.e. Ken Software Technologies Limited.

Public Issue Account

Account opened with Bankers to the Issue for collection of Application Money.

Regional Stock Exchange

The Pune Stock Exchange.

Registrars to the Issue

Big Share Services Pvt. Ltd.

 

ABBREVIATIONS

 

AGM

Annual General Meeting.

BA

Beneficiary Account

BV / NAV

Book value /  Net asset  value

CDSL

Central Depository Services (India) Ltd.

DP

Depository Participant.

EPS

Earnings Per Share.

FIIs

Foreign Institutional Investors, who are registered with SEBI.

GOI

Government of India.

I.T.Act

Income-tax Act 1961.

KSTL

Ken Software Technologies Ltd.

NRI(s)

Non-Resident Indian (s)

NSDL

National Securities Depository Limited

OCB(s)

Overseas Corporate Bodies as defined under Indian laws

RBI

Reserve Bank of India.

ROC

Registrar of Companies.

SEBI

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended)

The Act

The Companies act, 1956 (as amended from time to time)

U.K

United Kingdom

US

United states Of America

 

 

In the Draft Offer Document all reference to “Rs” refer to Rupees, the lawful currency of India, reference to one gender also refers to another gender and the word “Lakh” or “Lac” means “one hundred thousand” and the word “million” means “ten lac” and the word “crore” means “ten million”.

RISK FACTORS & MANAGEMENT’S PERCEPTION TO THE RISK FACTORS

 

FACTORS INTERNAL TO THE COMPANY

 

1.      The Company is promoted by first generation entrepreneurs and therefore the project bears all the risks associated with such ventures.

Management Perception: Though the promoters are First Generation Promoters, they have varied experience and are confident of establishing themselves in this line of activity in a large scale.

 

2.