E n v e s t i n d i a . c o m

NORMS FOR INITIAL PUBLIC OFFERS

The Governing Board in its meeting held on 17th October, 2002 approved the norms for re-consideration of applications of companies to use the name of the Exchange in the offer document, which have been rejected earlier by the Listing Committee or withdrawn by the companies themselves. The following would be the norms for reconsideration of such rejected/withdrawn applications:

If the application to use the name of the Exchange in the offer document of the company is rejected/withdrawn, the company can re-apply only after 2 years from the date of such rejection/withdrawal provided that the Listing Committee shall have a discretion to entertain the application earlier than 2 years on merits if there is a material change of circumstances.
If the application to use the name of the Exchange in the offer document of the company is rejected/withdrawn for the second time the company can re-apply only after 3 years from the date of such second time rejection/withdrawal provided that the Listing Committee shall have a discretion to entertain the application earlier than 3 years on merits if there is a material change of circumstances.

It may be noted that -

The onus would be on the company to prove that there is a material change in the circumstances, which merits earlier review of its application.
The above mentioned norms would be in addition to the existing norms for IPOs and the same would be applicable with immediate effect.
All the applications will continue to be scrutinised by the Listing Committee of the Exchange.

Kalpana Maniar
General Manager - Corporate Communications

November 08, 2002

BSE to encourage Small Capital Companies

At present, The Stock Exchange, Mumbai (BSE) allows listing of shares of the companies with a post issue capital of Rs. 10 crores or a post issue capital Rs. 5 crores with a market capitalization of Rs. 50 crores.

In a significant move to facilitate grounds for higher business activity in the Indian Economy, through small enterprises the Exchange has permitted listing of the shares issued by the small cap companies from the capital markets.

BSE has designed a unique scheme and has plans to create a distinct securities segment of small cap companies. These companies would be required to meet the SEBI guidelines for making Initial Public Offer (IPO) which are broadly discussed in Annexure I.

In addition to the SEBI prescribed requirements, BSE has prescribed the following additional requirements:

The minimum post issue paid up capital of the company should be Rs. 3 crores.
The Companies should have a minimum turnover of Rs. 3 crores in each of the previous 3 years.
A due- diligence to be done by an Exchange appointed independent team of CAs or merchant banker. This team may also include Exchange representative. The due-diligence exercise may include plant/site/office visit of the company over and above the existing statutory requirement in this regard. This may be waived if a Financial Institution or Scheduled Commercial Bank has appraised the project in the preceding 12 months.
Minimum public shareholders 500.
The Company would be required to hold a shareholders' meeting at least once in a year in Mumbai.

The Exchange would however vet the listing applications on a case- to -case basis and reserves the right to reject any application for listing without assigning reasons therefor.

Dr. Manoj Vaish, Chief Executive Officer (CEO) and Executive Director (ED), BSE says, "The role of small enterprises in any economy is crucial for the growth. The companies which at present may be small in size hold good potential of growing big and handling large business activity. Some of these companies would eventually attain international size and be the engine of growth for the economy."

He adds, "This measure would enable raising of fresh capital by small companies, which would help the growth in the economy and overall development of the country. This would also enable the companies, which are currently listed only at RSEs to have national presence through BSE's trading platform."

September 29, 2003

Annexure I

The minimum criteria prescribed by SEBI for making Initial Public Offer (IPO) by unlisted companies are: -

Route A

The company should meet all the following requirements:

Net tangible assets of at least Rs. 3 crores in each of the preceding 3 years.
A track record of distributable profits for at least 3 out of preceding 5 years;
A net worth of at least Rs. 1 crore in each of the preceding 3 years.
In case of name change within the last one year, atleast 50% of the revenue for the preceding 1-year is earned from the activity suggested by the new name.
The proposed issue and all previous issues made in the same financial year in terms of size should not exceed five (5) times its pre-issue networth.

Route B

The company should meet both the condition (a) and (b) given below:

The issue is made through the book building and at least 50% should be allotted to the Qualified Institutional Buyers (QIBs).

The "project" has at least 15% participation by Financial Institutions/ Scheduled Commercial Banks, of which at least 10% comes from the appraiser(s). In addition to this, at least 10% of the issue size shall be allotted to QIBs.

AND

The minimum post-issue face value capital of the company shall be Rs. 10 crores.

There shall be a compulsory market- making for at least 2 years from the date of listing of the shares.

Public Announcement to the equity shareholders of e-Serve International Limited for Final Exit Window

To the equity shareholders of

e-Serve International Limited

Citibank Overseas Investment Corporation (�Acquirer�) recently invited shareholders holding fully paid-up equity shares of e-serve International Limited (�Shares�) to tender their Shares to the Acquire pursuant to a book-build process completed in August 2004. The book-build process, which was conducted in accordance with the Securities and Ex-change Board of India (Delisting of Securities) Guidelines 2003 (the �Guidelines�), was successful. The price paid by the Acquirer for the Acquire for the shares, as established by the book-build process, was Rs.975 per share (the �Exit Price�). In accordance with the Guidelines, a price, which was completed in September 2004.

Following the above acquisition and in accordance with the guidelines, the Acquirer has applied to the relevant stock exchanges on which the Company was listed (i.e. The Stock Exchange, Mumbai and the National Stock Exchange of the India Limited, together the �Exchanges�) to de-list the Shares from each of the Exchanges. Pursuant to the same, the Shares are expected to be de-listed from the Stock Exchanges on December 22, 2004. Upon de-listing of the Shares from the Exchanges, the Shares will not be traded on the Exchanges.

In accordance with the Guidelines, the remaining shareholders of the Company who did not or were unable to participate in the book-build process or the subsequent offer for shares in physical form, or who unsuccessfully tendered their Shares in the aforementioned processes, will now have a further opportunity to sell their Shares to the Acquirer at the Exit Price for a period of six months up to and including June 22,2005.

Offer Letter along with the Form of Acceptances inviting shareholders to tender their Shares, at the Exit Price, to the Acquirer will be dispatched to all the shareholders holding shares as on December 14, 2004.

Subject to such regulatory approvals as may be required, the Acquirer intends to dispatch payment to shareholders who have validly tendered their shares to the Registrar with all the necessary documentation during the previous moth, by the 15th of every succeeding month, commencing from January, 2005. For example for all validly tendered Shares in the Offer during the month of December, the Acquirer intends to dispatch the consideration by January 15, 2005 subject to regulatory approvals.

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