BIHAR TUBES LIMITED - Bombay Stock MEMORANDUM BIHAR TUBES LIMITED BIHAR TUBES LIMITED Bihar Tubes...

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Transcript of BIHAR TUBES LIMITED - Bombay Stock MEMORANDUM BIHAR TUBES LIMITED BIHAR TUBES LIMITED Bihar Tubes...

  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    BIHAR TUBES LIMITED

    Bihar Tubes Limited was incorporated on 24th February 1986 as a Private Limited Company. Mr. S. K. Gupta and Mrs. Saroj Rani Gupta were its first Directors. It started a unit at Sikandrabad (U.P.) to manufacture M. S. Pipe. Later on it also set up facilities to manufacture G. I. Pipes. The Company was converted into a Public Limited Company on 19th Oct. , 1993. The Company entered in to Capital Market by way of a Public Issue amounting to Rs.438 lacs in 1995. In 1994, the company also issued 28,80,000 Equity shares of Rs. 10/- each as Bonus shares in the Ratio of 2:5 by capitalising its General Reserves. Works : A-19, UPSIDC Industrial Area, Sikandrabad, Distt..Bulandshahar (UP) Registered Office : 37, Hargobind Enclave, Vikas Marg, New Delhi 110092.

    Phone- 22373437, Fax 22373537 , E-mail [email protected]

    Website:- www.bihartube.com Corporate Office : 37, Hargobind Enclave, Vikas Marg, New Delhi 110092.

    Phone- 22373437, Fax 22373537 , E-mail [email protected] Website:- www.bihartube.com Registrar & Transfer Agent: M/S Abhipra Capital Limited GF- Abhipra Complex, Dilkhush Industrial Area A-387, G.T. Karnal Road Azadpur,Delhi-110033 Tele. No. 011-52390909

    Fax. No. 011-27215530

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    mailto:[email protected]://www.bihartube.com/mailto:[email protected]://www.bihartube.com/

  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    INFORMATION MEMORANDUM FOR TRADING OF 3198000 EQUITY SHARES OF RS. 10 EACH FULLY PAID UP

    GENERAL RISK

    GENERAL RISKS

    Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Bihar Tubes Limited 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 the shares of Bihar Tubes Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

    ABSOLUTE RESPONSIBILITY OF BIHAR TUBES LIMITED

    Bihar Tubes Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Bihar Tubes Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

    LISTING

    The Equity Shares of Bihar Tubes Limited which are listed on Delhi Stock Exchange are proposed to be traded on Bombay Stock Exchange Limited. SHARE TRANSFER AGENT: M/S Abhipra Capital Limited GF- Abhipra Complex, Dilkhush Industrial Area A-387, G.T. Karnal Road Azadpur,Delhi-110033 Tele. No. 011-52390909 Fax. No. 011-27215530

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  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    TABLE OF CONTENTS Sr. No.

    TOPIC Page No.

    Glossary of Terms/Abbreviations 4 Risk Factors 5

    I General Information 6-8 II Capital Structure 9 III Shareholding Pattern & History of the Capital 10-12 IV History 13 V Business 14-16 VI Promoter & Management 17-18 VII Status on Corporate Governance 19-23 VIII Management Discussion & Analysis of Operations and Financial

    Condition. 24-28

    IX Financial Information of Bihar Tubes Limited 29-37

    IX (A) Financial Results for the Latest Quarter 38 X Outstanding Litigations 39 XI Government Approvals 40 XII Dividend Policy 41 XIII Main Provisions of the Articles of Association of 42-72

    XIV Documents for Inspection 73 XV Declaration 74

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  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    GLOSSARY OF TERMS/ ABBREVIATIONS Articles/ Articles of Association

    Articles of Association of Bihar Tubes Limited

    Auditors The Statutory Auditors of Bihar Tubes Limited

    Banker(s) to the Company

    The Bankers of Bihar Tubes Limited

    Board of Directors/ Board/ Directors

    The Board of Directors of Bihar Tubes Limited

    BSE Bombay Stock Exchange Limited CDSL Central Depository Services (I) Ltd. Companies Act The Companies Act, 1956, as amended from time to time

    DSE Designated Stock Exchange EPS Earnings per Equity Share Equity Shares Equity Shares of the Company of Rs.10 each

    Financial year/ fiscal/ FY

    The twelve months ended March 31 of a particular year

    Information Memorandum

    This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum

    I. T. Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise

    Memorandum/ Memorandum of Association

    The Memorandum of Association of Bihar Tubes Limited

    NSDL National Securities Depository Limited RBI Reserve Bank of India ROC Registrar of Companies, NCT DELHI & HARYANA SEBI The Securities and Exchange Board of India constituted under the

    SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992, as amended

    from time to time SEBI Guidelines SEBI (Guidelines for Disclosure and Investor Protection) 2000

    issued by SEBI effective from January 27, 2000, as amended, including instructions and clarifications issued by SEBI from time to time.

    Stock Exchanges BSE

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  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    RISK FACTORS

    Risk envisaged by the Management: A. Risks Internal to the Company

    1. Risks relating to business operations The operations of the Company are subject to the assumptions in demand and supply position in terms of quantity and price of raw material and finished goods.

    B. Risks External to the Company

    1. The Company is engaged in the manufacture of Steel tubes & Pipes-Black and Galvanized Management Perception The Company has made proper arrangements regarding the supply of sufficient raw material- Steel Strips/ coils & Zinc. MOU has been entered with SAIL regarding the supply of HR Strips. The MOU is revised from time to time as per the requirement of the Company. On the basis of the arrangement made, the management does not foresee any risk.

    2. Increased competition from low cost destinations Management Perception The company proposes to address this risk by intensified efforts to reduce the costs of operations and match the ever growing industry expectations both in terms of the quality and costs of the products.

    3. Foreign Exchange Rate Fluctuations

    Management Perception The export revenue of the Company has been increasing consistently. The Company's exports is mainly denominated in US Dollar and hence, the fluctuations in the value of Indian Rupee against US Dollar may impact the profitability the export sales and this situation could continue if the Indian Rupee appreciates against US Dollar.

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  • INFORMATION MEMORANDUM BIHAR TUBES LIMITED

    I. GENERAL INFORMATION

    Bihar Tubes Limited was incorporated on 24th Feberuary, 1986 as a Private Limited Company. Mr. S. K. Gupta and Mrs. Saroj Rani Gupta were its first Directors. It started a unit at Sikandrabad (U.P.) to manufacture M. S. Pipe . Later on it also set up facilities to manufacture G. I. Pipes. The Company was converted in to a Public Limited Company on 19th Oct. , 1993. The Company entered in to Capital Market by way of a Public Issue amounting to Rs.438 lacs in 1995. In 1994, the company also issued 28,80,000 Equity shares of Rs. 10/- each as Bonus shares in the Ratio of 2:5 by capitalising its General Reserves. Now the Equity Shares of the Company i.e. Bihar Tubes Limited Shall, be admitted to trading on Bombay Stock Exchange Limited (BSE). Such admission for trading will be subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing. Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com. Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Companys directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. Caution The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instanc