Disclosures required for IPO in company in Red herring prospectus as per SEBI's ICDR guidelines

2. Initial Public Offer (IPO)
"offering" or "flotation” shares to the public for the first time
Reason To Go For IPO
 to tap the public for funds
 Additional Capital resources for funding of
projects/expansion plans.
 Liquidity for shareholders.
 Enhances corporate image thus providing visibility.

3. Key Terminologies
 Minimum Subscription
 Draft Offer Document
 Red Herring Prospectus
 Application Supported By Blocked Amount (ASBA)

4. Issue Open: Apr 24-26, 2012 May 16- May 18, 2012
Issue Type: 100% Book Built 100% Book Built
Issue Size: 16,666,667 11,739,415
(Equity Shares of Rs. 10)
Issue Size: Rs. 200.00 Crore Rs. 176.09 Crore
Issue Price: Rs. 120 - Rs. 126 Rs. 146 - Rs. 155
Market Lot: 45 Shares 40 Shares
Listing At: BSE, NSE BSE, NSE

7. (In Rs.)
Number of Equity Shares Aggregate Value at Face Value Aggregate Value at Issue Price
A. AUTHORISED SHARE CAPITAL
75,000,000 Equity Shares 750,000,000
B. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE ISSUE
50,000,000 Equity Shares 500,000,000
C. PRESENT ISSUE IN TERMS OF THIS PROSPECTUS
16,666,667 Equity Shares 166,666,670 2,000,000,040
D. EQUITY CAPITAL AFTER THE ISSUE
66,666,667 Equity Shares 666,666,670
E. SECURITIES PREMIUM ACCOUNT
Before the Issue Nil*
After the Issue 1,833,333,370

8. (In Rs.)
Number of Equity Shares Aggregate Value at Face Value Aggregate Value at Issue Price
A. AUTHORISED SHARE CAPITAL
51,000,000 Equity Shares 510000000
7,000,000 Preference Shares 70000000
Total 580000000
B. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE ISSUE
35,218,242 Equity Shares 352182420
C. PRESENT ISSUE IN TERMS OF THIS PROSPECTUS
11,739,415 Equity Shares 117394150 1760912250
D. EQUITY CAPITAL AFTER THE ISSUE
46,957,657 Equity Shares 469576570 7043648550
E. SECURITIES PREMIUM ACCOUNT
Before the Issue 166542391
After the Issue 1810060491

9. Basis Of Issue Price
 EPS pre-issue for the last three years
 P/E pre-issue
 average return on net worth in the last three years
 Net Asset Value per share
 Comparison with Industry and Peers

10. Qualitative Factors
 Long history and strong brand name
 Design, innovation and product range
 Experience in expanding retail store network
 In-house manufacturing
 Competitive advantage : diversified supplies base,
centralised procurement; and experienced management

11. Quantitative Factors

13. Comparison with other listed companies

14. Qualitative Factors
 flagship brand, Mainland China
 Diversified business model
 Strategic locations
 Strong financial position and profitability
 Robust processes and scalable model

15. Quantitative Factors
None of the listed companies in India are engaged exclusively in the fine dining
restaurant business

16. Disclosure :- Object of the issue
 FUNDS REQUIREMENT
 FUNDING PLAN

17. TBZ Specialty Restaurants
 To finance the establishment  Development of New
Restaurants
of new showrooms
 Development of a food
 To finance incremental plaza
working requirement
 Repayment of portions of
 General Corporate Purposes term loan facilities
 General corporate
purposes

18. Issue Proceeds and Net proceeds
Utilisation of the Net Proceeds

19. WORKING CAPITAL REQUIREMENT
( Rs in `million) (Rs in ` million)
As at December 31,
Particulars 2011 As at March 31, 2013
I. Current Assets
1. Inventories 5,078.28 7,000.64
2. Trade receivables 53.64 63.8
3. Cash and cash equivalents 192.01 127.6
4. Short-term loans and advances 61.16 191.4
5. Other current assets 44.53 -
Total current assets (A) 5,429.62 7,383.45
II. Current Liabilities (other than short term borrowings)
1. Trade payables 1,141.02 -
2. Other current liabilities 1,033.91 -
3. Short-term provisions 193.14 -
Total current liabilities other than short-term
borrowings (B) 2,368.07 1,507.83
III. Total Working Capital Requirements (A - B) 3,061.55 5,875.62
IV. Funding Pattern
1. Working capital funding from banks 1,908.23 2,490.07
2. Internal accruals 1,153.32 1,781.06
3. Part of the Net Proceeds - 1,604.49

20. Issue Proceeds and Net proceeds
Utilisation of the Net Proceeds

21. Deployment of the Net Proceeds

23. Basis of Allotment
 Percentage of issue size and number of equity shares which are
available for allotment to QIB’s, retail individual investors, and non
institutional bidders
 For book building process
• QIB- At least 50% of the Net Issue being allotted. However, up to 5% of the
Net QIB Portion shall be available for allocation proportionately to Mutual
Funds only
• Non institutional bidders- Not less than 15% of the Net Issue or the Net
Issue less allocation to QIBs and Retail Individual Bidders
• Retail individual bidders- Not less than35% of the Net Issue or the Net
Issue less allocation to QIBs and Non-Institutional Bidders

24. Allotment
Retail investors
QIB
35%
50%
Non
Institutional
Bidders
15%

25.  Public Issue of 16,666,667 Equity Shares
• QIB-Not less than 8,333,333 Equity Shares (50% shall be
allotted to QIB Bidders)
• NIB- Not less than 2,777,778 or Issue less allocation to QIB
Bidders and Retail Individual Bidders shall be available for
allocation. (Not less than 15%)
• Retail-Not less 5,555,556 Equity Shares or Issue less allocation
to QIB Bidders and Non- Institutional Bidders shall be
available for allocation. ( Not less than 35%)

26.  Public Issue of 11,739,415 Equity Shares
• QIB-Not less than 5,869,707 Equity Shares (50% shall be allotted to QIB
Bidders)
• NIB- Not less than 1,760,912 or Issue less allocation to QIB Bidders and
Retail Individual Bidders shall be available for allocation. (Not less than
15%)
• Retail-Not less 4,108,796 Equity Shares or Issue less allocation to QIB
Bidders and Non- Institutional Bidders shall be available for allocation. (
Not less than 35%)

27. Pricing
Price Discovery
Fixed Price Issue through Book
building process
•An issuer company is allowed to •Public Issue / Offer of securities
freely price the issue. through book building process is
•Basis of issue disclosed after the designed to ascertain demand for the
offer document .( issuer discloses security at various prices within a
qualitative and quantitative factors price-band to facilitate discovery of
to justify the issue price) the issue price.

28. Process Of Book Building
Company plans an IPO via the Book-build route
Appoints a Merchant
Banker as book runner
Issues a draft prospectus containing all mandatory company disclosures
other than price
Draft prospectus filed
simultaneously with SEBI
Book runner appoints syndicate members and registered intermediaries to
garner subscription
Price discovery begins through
the bidding process
At close of bidding, Book runner and company decide upon the allocation
and allotment

29. 29
Fixed Price V/S Book Building
 Offer / Allotment Price is  Only indicative Price Range is
known by the investor in known to the Investor.
advance.  Demand for the securities
 Demand for the securities offered can be known
offered is known only after everyday as the book is built.
the closure of the issue  Payment only after allocation
 Payment can be made at the
time of subscription wherein
refund is given after
allocation
29

30. Pricing of the Issue
Pricing of the Issue
Speciality Restaurant Ltd. TBZ
Price Band Price Band
Rs. 146 to Rs. 155 per Equity Share Rs. 120 to Rs. 126 per Equity Share
of face value of Rs. 10 each of face value of Rs. 10 each
Book Running Lead Manager Book Running Lead Manager
Kotak Mahindra Capital Company
Limited IDFC Capital Limited
Avendus Capital Private Limited

31. PROMOTERS’ CONTRIBUTION
TYPE OF ISSUE PROMOTER’S CONTRIBUTION
Public Issue by Unlisted Companies Not less than 20% of the post issue capital
Offers for Sale Not less than 20% of the post issue capital
Either to the extent of 20% of the proposed
Public Issues by Listed Companies issue or ensure post-issue shareholding to the
extent of 20% of the post-issue capital
At the option of the promoter(s) be either 20%
of the proposed public issue or 20% of the
Composite Issues post-issue capital.
Issue of Convertible Security Not less than 20% of the post issue capital.

32. Securities Ineligible for Computation of
Promoters’ Contribution
 The promoters of any company making an issue of securities have
acquired equity during the preceding three years – Not Eligible if
 Shares issued for consideration other than cash
 Shares resulting from bonus issue, out of revaluation reserves
 Securities acquired during preceding 1yr at a price lower than the price
at which equity is being offered to public- Not Eligible
 Accepted if difference is bought in by the Promoter
• Shares had been acquired during the preceding one year at a price
equal or higher than the offer price
• It shall not apply to an unlisted government company
 In respect of companies formed by conversion of partnership

33. Exemption from Requirement of
Promoters’ Contribution
 Securities by a company which has been listed on a
stock exchange for at least 3 years and has a track
record of dividend payment for at least 3 immediately
preceding years
 In case of companies where no identifiable promoter
or promoter group exists.

34. Shareholding Pattern
Speciality Restaurant Ltd. TBZ
93.20%
81% 100.00%
90%
80% 71%
61% 80.00%
70%
60% 60.00%
50%
40% 25% 40.00% 25%
19%
30% 14% 5.40% 4%
20.00% 1.40%
20%
10% 0.00%
0%
Pre Issue Post Issue
Pre Issue Post Issue
Promotors P/E Public
Promotors P/E Public

35. LOCK-IN REQUIREMENTS
LOCK-IN
TYPE PERIOD
Minimum Specified Promoters’ Contribution in Public
Issues 3 years
Excess Promoters’ Contribution 1 year
Pre-issue share capital of an unlisted company 1 year
Securities issued on firm allotment basis 1 year

36. Lock-in Requirements
Speciality Restaurant Ltd. TBZ

37. Networth
1800
1600
1400
1200
Axis Title
1000
800
600
400
200
0
2007 2008 2009 2010 2011 2012 ( 9
months)
TBZ 2 61 515 685 1099 1606
Specialty 92 491 554 706 972 1126

38. Current Ratios
Year TBZ Specialty Services
2007 .93 2.17
2008 .92 1.89
2009 1.09 1.62
2010 1.07 1.88
2011 1.14 1.64
2012 ( 9 months) 1.23 1.41

39. Debt to Equity Ratio
Year TBZ Specialty
2007 451 2.6
2008 21.3 .58
2009 3.4 .44
2010 2.8 .36
2011 1.9 .29
2012 ( 9 months) 1.3 .19

40. EPS
Year TBZ Specialty Resturants
2007 375 21
2008 375 29.7
2009 10.4 42.05
2010 16.95 74.5
2011 8.08 5.48
2012 ( 9 months) 11.4 4.9

41. P/E Ratio
 TBZ : 11 times at lower end & 12.47 times at
upper end
 Specialty : 29.8 times at lower end 31.63 times
at upper end

42. Minimum Subscription
 TBZ : 45 shares @ Rs 5670
 Specialty : 40 shares @ Rs 6200

44. Green Shoe Option
 Meaning
 Time limit(30 days)
 Maximum Limit (15%)
 Reverse Green-Shoe Option

45. Process

46. Example of Green Shoe Option at
Work

49. Outstanding Litigation
 Litigations against the issuer company or against any other
company whose outcome could have a materially adverse effect
of the position of the issuer company.
 Litigations in which the promoters are involved
 Litigations against the directors
 Proceedings initiated for economic offences against the issuer
company, promoters, companies and firms promoted by the
promoters or its directors
 Outstanding litigations pertaining to matters likely to affect
operations and finances

50. Specialty Hotels Tribhuvandas Bhimji Zaveri
Nature of the No. of outstanding Aggregate Amount Nature of the No. of Aggregate
litigation litigations involved litigation outstanding Amount involved
litigations
Civil Proceedings 3 165.8 Property 1 Unavailable
and Notices proceedings
Consumer 2 2.00 Labour 1 Unavailable
Complaints proceedings
Intellectual 7 1.60
Property Related
Tax Proceedings 4 54,22,704
and Notices
Tax Proceedings 32 20.32
Notices 24 1,17,93,443
and notices
Total 30 17,216,147
Total 44 189.49

52. IPO Grading
 Mandatory for IPO(atleast one)
 Disclosure
 Expenses Incurred by unlisted Company
 Grades

53. Benefit for Investor
 Confidence
 Future Growth
 Disclaimer

54. IPO Rating IPO Grading
1.Financial institutions & independent brokers 1.Provided by SEBI approved rating agencies
2. Ratings are decided to provide investors of various 2. IPO Grading is designed to provide investors an
financial products reliable and consistent assessment. independent, reliable and consistent assessment of the
fundamentals of IPO Issuer Companies
3.Rating used for other other financial products like 3. Grading is a term that is used most often in respect to IPO’s.
mutual funds, bonds besides IPOs
4. Rating between 1-5 4. 1-100
5. Money Control, S P Tulsian's IPO recommendations 5.CRISIL, CARE and ICRA

55. Risk associated with the issue
TBZ(internal risk) Speciality restaurant(internal risk)
 Two criminal cases pending.  General and industry-specific
 Decrease in value of gold and
economic fluctuations could
adversely affect their business,
diamonds. financial condition, results of
 Our working capital loans on a operations and prospects.
consolidated basis as at  Their inability to identify, open
december31, 2011 were and operate new restaurant
Rs.1,908.23 million, all of which locations profitably may
was repayable on demand. adversely affect their business.
 The objects of the Issue for  Their use of imported foodstuffs
which funds are being raised and equipment exposes them to
have not been appraised by any the risk of the imposition or
increase of tariffs, duties.
bank or financial institution
 Their agreement with Pepsi
Foods Private Limited has
expired.

56. Risk associated with the issue
TBZ(external risk ) Speciality
restaurant(external risk )
 Change in policies(excise on  A slowdown in economic
gold) growth in India could cause
 Any increases in interest rates their business to suffer.
would have an adverse effect  Their ability to raise foreign
on our results of operations. capital may be constrained by
Indian law.

57. Management and other disclosure
 Board of Directors.
 Compensation of Managing Directors/ Whole time
Directors.
 Shareholding of Directors, including details of
qualification shares held by them.
 Change, if any, in the directors in last three years and
reasons thereof, wherever applicable.
 Management Organization Structure.
 Details regarding Key Management Personnel.

58. Case study(TBZ)
 Changes in BOD in last 3 years
Name Date of appointment Reason
Kamlesh vikamsey August 26th,2010 Appointment
Ajay mehta December 14th,2010 Appointment
Sanjay asher December 14th,2010 Appointment
 Shareholding of Directors
Name No. of equity shares held
Shrikant zaveri 33,392,275
Binaisha zaveri 5,285,000
Raashi zaveri 4,572,500

59. Case study(speciality restaurants)
 Changes in BOD in last 3 years.
Name of Director Number of Equity Shares held
Anjan Chatterjee 16,529,905
Suchhanda Chatterjee 11,970,000
Indranil Ananda Chatterjee 19
Susim Mukul Datta Nil
Tara Sankar Bhattacharya Nil
Jyotin Mehta Nil
Dushyant Rajnikant Mehta Nil
Vishal Satinder Sood Nil

60. Shareholding of Directors.
Name Date of Appointment/ Change/ Reason
Cessation
Phiroz Savak Sadri August 18, 2009 Resignation
Dushyant Rajnikant Mehta August 18, 2009 Appointment
Ravi Chandra Adusumalli December 17, 2009 Resignation
Vishal Satinder Sood December 17, 2009 Appointment
Jayanta Chatterjee February 9, 2011 Resignation
Rajesh Dubey February 9, 2011 Resignation
Biswajit Mukhopadhyay February 9, 2011 Resignation
Indraneil Palit February 9, 2011 Resignation
Jyotin Mehta February 9, 2011 Appointment
Tara Sankar Bhattacharya February 9, 2011 Appointment
Susim Mukul Datta February 9, 2011 Appointment

61. Response to the IPO
 Subscription
 Allocation price
 Return on Stock till Date

62. Bibliography
 www.sebi.gov.in
 http://www.moneycontrol.com
 http://www.investopedia.com
 http://www.livemint.com