a) Name, Address, Website and other contact details of the Company indicating both registered office and corporate office:

Transcription

1 FORM NO PAS-4 PRIVATE PLACEMENT OFFER LETTER [Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, GI TECHNOLOGY PRIVATE LIMITED CIN: U72200TN2005PTC Registered Address: NO C-9 T. V. K lndustrial Estate Guindy ld: palani@gitech.in l. General lnformation a) Name, Address, Website and other contact details of the Company indicating both registered office and corporate office: GI TECHNOLOGY PRIVATE LIMITED Registered Address: NO C-9 T. V. K lndustrial Estate Guindy ld: palani@qitech. in CIN: U72200TN2005PTC b) Date of lncorporation of the Company: The Company was incorporated on 21st September 2OO5 under the Companies Act, '1956. c) Business carried on by the Company and its subsidiaries with the details of branches or units, if any Busioess carried on by the Company: To carry on the business of software development, software solutions and allied activities, undertaking the business of business solutions. Technology development, consultancy, advisory, development, marketing and sale of prepaid cards and online Transactions, medical transcriptions, lt enabled activities, Business process sourcing, back office and call centre operation and Consulting Services in lndia and abroad Subsidiaries: The Company has no subsidiaries as on date. d. Brief particulars of the management of the Company The Company has two directors and the entire Board is involved in the decision making and also involved in selection, orientation and succession of Directors.

2 e. Names, addresses, DIN and occupations of the directors Board of Directors Name Mr. Ramu Annamalai Ramasamy lil r. Palaniyapan Ramasamy Address DIN Occu pation No.25, 70 Feet Road, Kaveri Nagar, Saidapet, Chennai BUSINESS No.25, 70 Feet Road, Kaveri Nagar, Saida t. Chennai BUSINESS f. Management's perception of risk factors: The company has developed a proper internal control measures for management and mitigation of business risks and internal control measures are in place to check on the business risks to which company is exposed and the measures and means to contain it. The company's business is dependenl on continued compliance wath the terms of its regulatory license, and non compliance with any such term may lead to its licenses being suspended or withdrawn. g. oetails of default, if any, including therein the amount involved, duration of default and present status, in repayment of - a) Statutory Dues b) Debentures and lnterest c) Deposits and lnterest d) from any Bank or Financial institution and interest Nir h. Names, designation, address and phone number, ld of the nodal/ compliance officer of the company, if any, for the private placement offer process: Mr.Palaniyapan Ramasamy No.25, 70 Feet Road, Kaveri Nagar, Saidapet, Chennai palani@g jtech. in PARTICULARS OF THE OFFER!. Date of passing of board resolution 2s b. Date of passing of resolulion in the general 2s meeting, authorizing the offer of securities, c. Kinds of securities offered (i.e. whether share or debenture) and class of security d. Price at which the security is being offered including the premium, if any, along with justification of the price; lssue of equity shares on private placement basis to Wirecard Acquirlng & lssuing GMBH. The Company has only one class of equity shares. Rs.10^ per share (including a premium of Rs.740 I per share). The company will issue 14,00,000 equity shares at a price of Euro ten per equity shares. The price has been arrived pursuant to shareholder's agreement entered between the company, investor and existing shareholders of the company. e. Name and address of the Valuer who performed valuation of the security offered; M/s.Krishnan & Co Chennai

3 f. Amount which the Company intends to raise by way of securities; g. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment; h. Proposed time schedule for which the offer letter is valid; The company will issue 14,00,000 equity shares at a price of Euro ten per equity shares.an amount in INR equivalent to Euros fourteen million. The actual amount in INR will vary based on the Euro rate prev4ling on that date. The current preferential issue is of Equity shares. Hence Duration, Rate of interest, mode of re ent etc. are not licable The offer letter will be valid for a period of one year from the date of its issuance and the allotment will be made in one tranche within a period of 60 days of receipt of application money in each instance unless the offer is withdrawn on an earlier date by the company by serving a notice in writing i. Purposes and objects of the offer: To mobilise funds for funding currenv future expansion plans/ principle activities and working capital requirements. j. contribution belng made by the promoters or directors either as part of the offer or separately in furtherance of such objects: None of the existing promoters or directors intends to subscribe to the offer. k. Principle terms of assets charged as security, if applicable: Not Applicable. 3. DISCLOSURES WITH REGARO TO INTEREST OF OIRECTORS, LITIGATION ETC. i. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. ii. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction assued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed iii. remuneration of directors (during the current year and last three financial years) iv. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities None Nir i) Rs.30,00,000 ii) iii) iv) 20'12 - Nil As per Annexure - 1 to this letter of offer

4 provided v. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark vi. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries NIL Section Nature inquiry/inspections/ investigations/ compounding vii. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company Material Frauds Action taken 4, FINANCIAL POSITION OF THE COMPANY (a) the capital structure of the Company in the following manner in a tabular formi. Sr. No. No. of Shares Description Nominal Value (Rs.) A) Authorised 50,00,000 Equity Shares of Rs. 10/- each 5,00,00,000 B) lssued c) 1 1,00,000 Equity Shares of Rs. 10/. each Subscribed a nd Fu lly Paid Up 1,10,00, ,00,000 Equity Shares of Rs. 101 each 1, 10,00,000 Subscribed and not Fully Paid Up 11,00,000 Equity Shares of Rs. 10/- each 1,10,00,000 c) Size of Present Offer 14,00,000 Equity Shares of Rs. 10/- each issued at a price of Euro 10 per equity share. 1,40,00,000 o) Paid Up Equity Share Capital after the Preferential offer 25,00,000 Equity Shares of Rs.10/. each fully paid-up 2,50,00,000 Total paid up Equity Share Capital 2,50,00,000

5 Details of the existing share capital of the company indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Allotments made since incorporation of the company a) For Cash Date of allotment Number of shares allotted Face value Price Form of consideration Subscribers to ,00,000 Cash Memorandum ,90, ,00,000 Cash b) For other than cash (last one year preceding) - Nil Date of allotment Number of shares allotted Face value Price Details of the consideration Allotments made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case - Nil Allotments made during last one year a) For Cash Date of allotment Number of shares allotted Face value Price Form of consideration ,00, ,31,00,000 Cash ( lssued at a premium of Rs. 721 per share) b) For other than cash (last one year preceding) NIL Date of allotment Number of shares allotted Face value Price Details of the consideration (b) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter: Year Profit before tax (ln Rs.) Profit after Tax (ln Rs.) 20't2 15,28,902 10,47, ,57,409 6,50, ,58, ,23,056 (c) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid): NIL

6 (d) A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of offer letter: Particu la rs March 31, 2014 March 31, 2013 March 3'1, 2012 I. EQUITY AND LIABILITIES (1) SHAREHOLDERS' FUNDS Share capital Reserves and surplus (2) NON.CURRENT LIABILITIES Long - term borrowings Deferred tax liabilities. net Other long term Liabilities Long - term provisions (3) CURRENT LIABILITIES Short {erm borrowings ' Trade payables Other liabilities I Short{erm provisions TOTAL II. ASSETS (1) NON-CURRENT ASSETS Fixed assets - Tangible assets - lntangible assets Capital work-in-progress lntangible asset under development Deffered tax asset lnvestments - Noncurrent Loans and advances Other non-current assets (2) CURRENT ASSETS lnventories Trade receivables Cash and bank balances ',t

7 Short-term loans and advances Other current assets TOTAL ' e) Cash flow statement Being unlisted private company, preparation of cash flow statement is not mandatory for the company 5. The directors of the Company have with respect to this preferential offer declared thata. the company has complied with the provjsions of the Act and the rules made lhere under: b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government, c. the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter; I am authorized by the Board of Directors of the Company vide resolution dated 25rh September, 2015 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made there under in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever as stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association. It is further declared and verified that all the required attachment legibly attached to th rm have been completely, correctly and For Gl TECH GY PRIVATE LIMITED I t MANAGING DIRECTOR WHOL E CTOR =I CHENNAI o t - Date: 24rh February 2016 Place: Chennai Attachments:- 1. Copy of board resolution dated 25rh September, Copy of shareholders resolution dated 25ih September, Copy of Valuation Certificate

8 Annexure -1 DETAILS OF RELATED PARTY TRANSACTIONS DURING THE LAST THREE YEARS. S.no 1 2 Name of the Party Hermes I tickets Pvt Ltd -IRCTC Hermes I tickets Pvt Ltd - expenses Nature of Expenses IRCTC - Transaction Finance received Hermes I ticket 3 Service Charges Pvt Ltd-lnhouse 4 6 Hermes - Dynamic Card Hermes I tickets Pvt Ltd - Loan Gl Holding actrvation of ynamic card Loan Received Grou ping for RPT reporting Train Ticket Booking Receiving of servrces Services received sale of service Receiving Finance lnvestment Dream Smart Card Pvt Ltd share lnvestment Nil Dream Smart Card Pvt Ltd Loan given Finance q ARM lnternational Rent paid Leasing Gl Terminal Pvt Ltd Fixed Assets Asset Purchase Finance 11 Gi Retail Expenses sharing Received Gl Terminal Pvl Ltd Finance received Hermes I tickets Service charges Receiving of Pvt Ltd- White Services Label Hermes I tickets Providing of Nil Nil Pvt Ltd-Pen Drive servtces Total Share Nil NIL For Gl TECH OGY PRIVATE LIMITEO MANIt ING DIRECTOR WHOLET E CTOR =- CHENNAI * fn f Date: 24ih February 2016 Place: Chennai