LETTER OF OFFER OF RIGHTS SHARES

Transcription

1 LETTER OF OFFER OF RIGHTS SHARES Regd.Off & Corporate Off: INKEL centre, Off Vallathol Junciton, Seaport Airport Road,Thrikkakkara P.O.,Cochin : 1st September 2011 Folio No : Dear Shareholder, Incorporated in the year 2007 with the primary objective of accelerating the pace of Industrial Infrastructure Development in Kerala, we have registered quite a progress in the field. The Chairman and members of the Board of Directors of Infrastructure Kerala Ltd (INKEL) take this opportunity to thank you for the support extended to the company during its journey. SOURCES OF FUNDS Share Holders Funds Performance As at 31st March 2011 As at 31st March 2010 Share Capital Reserves and Surplus 1,000,000, ,331,588 1,000,000,000 75,464,603 1,112,331,588 1,075,464,603 Loan Funds Secured Loans Unsecured Loans Total 1,112,331,588 1,075,464,603 APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block 13,813,789 5,910,022 7,903,767 13,281,582 4,035,825 9,245,757 Project Development Expense pending Capitalisation / Adjustments 5,420,278 2,548,757 Investments 183,974,120 1,480,000 Current Assets, Loans & Advances Sundry Debtors Cash & Bank Balances Loans & Advances 576, ,030, ,071,028 4,213,300 1,105,052,395 85,549,345 1,013,677,805 1,194,815,040 Less: Current Liabilities and Provisions Current Liabilities Provision Other Liabilities 8,666,055 90,001, ,106 99,139,899 3,991, ,044, , ,332,840 Net Current Assets 914,537,906 1,061,482,200 Deferred Tax Assets 495, ,889 Total 1,112,331,588 1,075,464,603 P.S: Figures for are subject to adoption at AGM on

2 As stated by the Board of Directors in their Annual Report to the shareholders, your company has chalked out a long term plan consisting of various projects. The company is in need of huge investment for taking up the projects both directly and through the JVs. It is not prudent or possible to be dependent on borrowed funds for implementing these Projects. Keeping in view the fund requirements in the immediate future, the company with your approval has increased the Authorized Capital to Rs.200 crores and intends to raise the required fund by enhancing the paid up capital to the extend of Rs.100 (One Hundred) Crores by further issue of share capital to the existing shareholders (Rights Issue). The Third Annual General Meeting held on 20th August 2010 approved the proposal of Rights Issue and authorized the Board of Directors to fix the terms. Accordingly the Board at its meeting held on & finalized the terms of Rights Issue considering the best interests of the company and the shareholders. Pursuant to the above, Equity Shares of Rs.10,000/ each at par are being offered for subscription to the equity shareholders on right basis in proportion of 1 (one) equity share for every 1 (one) equity shares held. These shares are being offered to those shareholders whose name appears in Register of Members of the company as on the Record. Managing Director, INKEL as authorized by the Board of Directors have fixed the Record as for the purpose. The issue shall remain open for a period of 30 days commencing from to till close of working hours. As your name appears in the Register of Members on the aforesaid Record, you are entitled for aggregating to the amount given hereunder: equity shares of Rs.10,000/ each You may kindly accept and apply for the aforesaid equity shares hereby offered to you by filling the enclosed application form and submitting the same along with full amount on or before the close of business hours on 31st October For your remittance, the following 2 options are offered: 1. Directly to our account number and IFSC code FDRL with Branch Eranakulam North through online Banking. 2. By Cheque or Demand Draft,to our registered office at cochin In case of (1) the filled in application may be forwarded to us at the address of our registered office. In the case of Option (2) the filled in application may be forwarded to us along with the Cheque or Demand Draft. As per the provisions of Section 81(1) of the Companies Act 1956 you have also right to renounce your entitlement of the equity shares in part or full in favour of one or more person(s) as per your discretion. A Form specified for the purpose is also attached. You may fill in and forward it to us with signature(s) on or before 31/10/2011 along with the full amount payable, if any. In case we do not receive either of the above forms, we shall be of the view that you are neither interested in availing the offer or renouncing it and the Board of Directors will be within their right to dispose off such shares in the manner as they deem it fit. Further, unsubscribed portion of the above rights issue, if any or any fraction thereof shall be disposed off as per discretion of the Board of Directors of the company as deem fit in the best interest of the company. This communication is sent to you at the address given by you while applying for the shares. A copy is also being sent to all shareholders who have given their ids in response to our previous communications. Thanking you For and on behalf of the Board K.Padmadasan Company Secretary Encl: 1. Share Application Form 2. Share Renounce Form Folio No & Address No of shares held Eligible no of shares under the Rights Issue Amount to be Remitted

3 Regd.Off & Corporate Off: INKEL centre, Off Vallathol Junciton, Seaport Airport Road,Thrikkakkara P.O.,Cochin OFFER OF EQUITY SHARES OF RS 10,000/ EACH AT PAR ON RIGHTS BASIS TO EQUITY SHAREHOLDERS WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS AS ON IN THE RATIO OF 1(ONE) EQUITY SHARE FOR EVERY 1 (ONE) EQUITY SHARE HELD AS ON THAT DATE (Please read carefully the Letter of Offer and Last date for receiving application FORM OF APPLICATION BY EQUITY SHAREHOLDERS FOR ACCEPTANCE OF RIGHTS SHARES WITH OPTION OF RENUNCIATION IN FULL OR IN PART Folio No: OFFER OPENS ON 1ST SEPTEMBER 2011 OFFER CLOSES ON OFFICE USE ONLY The Board of Directors Infrastructures Kerala Limited Inkel Centre,Off Vallathol Jn, S e a p o r t A i r p o r t R o a d, Thrikkakkara Cochin DATE OF RECEIPT OF APPLICATION FORM APPLICANTS SHOULD MENTION FOLIO NO. ON THE REVERSE OF THE CHEQUE/DRAFT Pursuant to your letter of Offer dated 01/09/2011 I/We hereby accept the offer for allotment of Equity Shares as indicated below. I/We enclose the Rs.../ per share for the aforementioned shares applied for by way of Cheque/Demand Draft,Payable at eranakulam I/We have transferred Rs to your Account No with your Bank, The Federal Bank Ltd, Ernakulam North Branch I/We agree to accept such Equity Shares allotted to me/us and to hold such Equity Shares upon the terms and conditions of the said Letter of Offer and Subject to the provisions of the Memorandum and Articles of Association of the Company. I/We undertake that I/We will sign all such other documents and do all such other acts, if any, necessary on my /our part to enable me/us to be registered as the holder(s) of the Shares which may be allotted to me/us. I/We authorize you to enter my/our name(s) in the Register of Members in respect of the Equity Shares, which may be allotted to me/us. We declare that I am/we are Indian Resident(s) and that I am/we are not applying for the above is/are not Indian National(s) or who is/are resident outside India. mentioned Shares as the nominee(s) of any person(s) who We confirm that I am/we are NonResident Indian/Person(s) abroad/fiis and have remitted funds abroad through approved Banking Channels or from funds held in my/our NRE/FCNR/NRO Account towards subscription for the Equity Shares hereby applied for and are not applying for the Equity Shares as nominee(s) of a foreign national(s) Please tick(p) whichever is applicable. HELD ON THE RECORD DATE OFFERED/MAXIMUM NUMBER OF SHARES THAT CAN BE APPLIED ACCEPTED OUT OF THE SHARES OFFERED ADDTIONAL SHARES OFFERED 20 Whether requires more shares than above YES NO,If Yes, No of Shares : Amount Paid(Rs. in words) Cheque/Draft Transfer no of cheque/transfer ( of Bank and Branch) CASH PAYMENT WILL NOT BE ACCEPTED INVESTOR S BANK PARTICULARS ACCOUNT NO. BANK. BRANCH Details of nominee of Birth Address of Guardian(in case of minor) Signature of Nominee (Optional) Please check the number of Equity Shares registered in your name. In case of any discrepancy in the number of Equity Shares held by you as on 31/8/2011 as indicated in the Form, please intimate the same to the Company for necessary corrections on the basis of the entry in the register of Members. The Company shall amend the same on the basis of the entry in the Register of Members. # Please refer instruction 8 Overleaf Income TAX P.A.N/G.I.R.No. Income Tax CIRCLE/WARD/ DISTRICT# (Signature) (Signature) (Signature) Sole/1st Shareholder 2nd Joint Shareholder 3rd Joint Shareholder ** Shareholder/Joint Shareholders must sign as per the specimen(s) and in the same sequence as registered with the Company. INFRASTRUCTURES KERALA LIMITED INKEL Centre, Off:Vallathol Junction Seaport Airport Road,Thrikkakara P.O.,Cochin REGD. FOLIO APPLICATION FORM NO. ACKNOWLEDGEMENT SLIP (To be filled in by sole/first applicant) Received from Mr./Mrs./Ms. Application for.. Equity Shares along with Cheque/Demand/Bank Transfer..on. being the value of shares payable thereon.

4 INSTRUCTIONS PLEASE READ THE ACCOMPANYING OFFER LETTER AND THE FOLOWING INSTRUCTIONS CAREFULLY BEFORE FILING IN THE APPLICATION FORM General Instructions : 1. Application Forms duly completed together with details of Remittance at the rate of Rs.10,000/ per Equity Share must be lodged with the Company on any working day between 11 AM and 5 PM on or before , CASH PAYMENT WILL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES. Applicants who send their applications by mail to the Company are advised in their own interest to send such applications by registered post. The Company will not be liable for any postal delays and applications received through mail after will be returned to the Applicants. The date of mailing by the Applicant will not be the criteria for acceptance. 2. Separate cheque/draft/remittance is necessary for each Application Form and marked INFRASTRUCTURES KERALA LIMITED and crossed A/C payee in case of cheque. 3. Returned Cheques/Drafts shall not be represented and the accompanying applications will not be considered for allotment. 4. In case of Joint holding, the Application Form must be signed by all the Joint holders in the same order and as per the specimen signatures registered with the Company. 5. Application Form must be filled up in BLOCK LETTER in ENGLISH ONLY except for signatures. 6. Signatures other than in English, Hindi, Malayalam and Thumb impression must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his/her official seal. 7. In case of bodies corporate this form should be signed on their behalf by a duly authorized person whose designation must be stated. 8. Where the application for Equity Shares is for an aggregate value of Rs.50,000 or more, the applicant should mention his/her Permanent Account Number allotted under the Income tax Act,1961, or where the same has not been allotted the GIR Number and his/her Income tax Circle/Ward/District, In case neither the Permanent Account Number nor the GIR Number has been allotted, the fact of nonallotment should be mentioned.application Forms without this information will be considered incomplete and will be liable to be rejected. 9. In case of application made under a Power of Attorney or by limited companies or bodies corporate or registered societies, a certified copy of the relevant power of attorney or the relevant resolution or authority to make an application as the case may be, along with a copy of the Memorandum and Articles of Association and/or ByeLaws, must be lodged for scrutiny separately with the Company, and must be attached to the application form at the time of making the Application. In case the Power of Attorney is already registered with the Company, then the same need not be furnished again. However, the serial number of the Registration under which the Power of Attorney has been registered with the Company must be mentioned just below the signature of the Applicant. 10. No Equity Shares shall be allotted in the names of Partnership Firms or their nominees or a Trust(unless the trust is registered under the Societies Registration Act,1860 and is authorised under its constitution to hold Equity Shares of a company). 11. Applications which are not complete or are not accompanied by the remittance of proper amounts are liable to be rejected and the application monies received in respect thereof will be returned without interest. 12. Please check the number of Equity Shares registered in your name. In case of any mistake in the number of Equity Shares held by you appearing in this form the Company shall be entitled to amend the same on the basis of the entry in the Register of Members. 13. For further details, please read the accompanying Letter of Offer carefully. 14. Attention of the applicants is specifically drawn to the provisions, of SubSection(12) of the Section 68A of the Companies Act, 1956 which is reproduced below: any person who (a) Makes in a fictitious name, an application to a Company for acquiring, or subscribing for, any shares therein, or (b) 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. 15. NonResident Indians who apply for Right Shares must arrange to furnish necessary certificates from the paying banker to the effect that the remittance made is through NR Reference No. (Please quote the above reference number in all correspondence till the allotment/receipt of share certificate)

5 Regd.Off & Corporate Off: INKEL centre, Off Vallathol Junciton, Seaport Airport Road,Thrikkakkara P.O.,Cochin (Please read carefully the Letter of Offer and Last date for receiving application FORM OF APPLICATION BY EQUITY SHAREHOLDERS FOR ACCEPTANCE OF RIGHTS SHARES WITH OPTION OF RENUNCIATION IN FULL OFFICE USE ONLY Folio No: DATE OF RECEIPT OF APPLICATION FORM The Board of Directors Infrastructures Kerala Limited Inkel Centre,Off Vallathol Jn, Seaport Airport Road, Thrikkakkara Pursuant to your letter of Offer dated , I/We hereby renounce my/our rights to the shares offered to me/us as noted below in favour of the person given below. RENOUNCED RENOUNCED IN FAVOUR OF : HELD ON THE RECORD DATE OFFERED/MAXIMUM NUMBER OF SHARES OUT OF THE SHARES OFFERED NB: In case of partial renounciation, the shareholder may utilize the next page (Signature) (Signature) (Signature) Sole/1st Shareholder Sole/2nd joint Shareholder Sole/3rd joint Shareholder ** Shareholder/Joint Shareholders must sign as per the specimen(s) and in the same sequence as registered with the Company. Note: Please check the number of Equity Shares registered in your name. In case of any discrepancy in the number of Equity Shares held by you as on as indicated in the Form, please intimate the same to the Company for necessary corrections on the basis of the entry in the register of Members. The Company shall amend the same on the basis of the entry in the Register of Members.

6 Regd.Off & Corporate Off: INKEL centre, Off Vallathol Junciton, Seaport Airport Road,Thrikkakkara P.O.,Cochin FORM OF APPLICATION BY EQUITY SHAREHOLDERS FOR ACCEPTANCE OF RIGHTS SHARES WITH OPTION OF RENUNCIATION IN PART (Please read carefully the Letter of Offer and Last date for receiving application Folio No: OFFICE USE ONLY DATE OF RECEIPT OF APPLICATION FORM The Board of Directors Infrastructures Kerala Limited Inkel Centre,Off Vallathol Jn, Seaport Airport Road, Thrikkakkara Pursuant to your letter of Offer dated , I/We hereby renounce my/our rights to the shares offered to me/us as noted below in favour of the person given below. NUMBER OF EQUITY NUMBER OF SHARES RENOUNCED IN FAVOUR OF : HELD ON THE RECORD DATE OFFERED/MAXIMUM NUMBER OF SHARES SHARES NOW ACCEPTED RENOUNCED (Signature) (Signature) (Signature) Sole/1st Shareholder Sole/2nd joint Shareholder Sole/3rd joint Shareholder ** Shareholder/Joint Shareholders must sign as per the specimen(s) and in the same sequence as registered with the Company. Note: Please check the number of Equity Shares registered in your name. In case of any discrepancy in the number of Equity Shares held by you as on as indicated in the Form, please intimate the same to the Company for necessary corrections on the basis of the entry in the register of Members. The Company shall amend the same on the basis of the entry in the Register of Members.