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    E X E C U T I V E S U M M A R Y :

    A s w e a l l k n o w I P O

    I N I T I A L P U B L I C O F F E R I N G i s t h e hottest topic in the

    current industry, mainly because of India being a developing country and

    lot of growth in various sectors which leads a country to ultimate success. And

    when we talk about countrys growth which is dependent on the kind of work and

    how much importance to which sector is given. And when we say or talk about

    industries growth which leads the economy of country has to be

    balanced and given proper f inance so as to reach the levels to

    fulfill the needs of the society. And industries which have massive outflow

    of work and a big portfolio then its very difficult for any company to work

    with limited finance and this is where IPO plays an important role. Stock markets are

    barometers of the economy. It is expected that the markets and their indicators, in theform of indices, reflect the potential of the corporate listed on them and, in the

    process, the direction and health of the economy. If a countrys economy is

    performing well and expected to grow at a healthy rate, the market is usually

    expected to reflect that. Indian economy is increasingly exposed to global markets

    post liberalization in the early 90s. So before analyzing domestic markets one

    needs to analyze the Global economy. In India we have number of recognized

    stock exchanges which consists of a few at national level and majority at regional

    level. When an unlisted company makes either a fresh issue of securities or offersits existing securities for sale or both for the first time to the public, it is called an

    IPO. This paves way for listing and trading of the issuers securities in the Stock

    Exchanges. Many factors determine the price of an initial public offering (IPO),

    ranging from a company's marketing prowess to investor sentiment. The financial

    history of a company in addition to its profit-earning potential for the future also

    affects the price of an IPO. Pricing affects the performance of the IPO in the

    market as it leaves an impact on the investors and most of them are not much

    financially aware. Sometimes it may happen that there appears a huge demand for

    an IPO in the bidding process during the book building method, which in turn

    raises the issue price of the IPO, but when it comes into the market it does not

    perform as expected. Instead its price drops thus putting the investors at a loss and

    losing the confidence of the investors. Thus it is important for an IPO to be

    optimally priced so that it justifies with the issue price. In this report I have tried to

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    look into the matter that whether the 20 IPOs, which were taken as a sample out of

    the population of about 115 IPOs issued in the last three years, have justified their

    issue price or not. If yes, then why? And if not, then what are the reasons which

    lead to the drop in price. It is seen that the IPOs are generally overpriced during the

    issue. But some of them were not able to sustain at the price or above, instead theyfell down. But few of them which found some reason to support them, sustained at

    the price or is trading at a price higher than the issue price. Thus this report throws

    some light over the post issue performance of the IPO and comparing the

    performance of the IPOs which are currently overvalued or undervalued. And it

    also gives an idea how to look at an IPO before investment so that an investor is

    not at loss after investing in the IPO or at least minimize the risk of investing in a

    weak IPO.

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    INTRODUCTION

    After the liberalization of Indian economy in 1992 , the Indian financial market has

    seen numeral developments. Number of companies has adopted the way of ipo for

    raising funds due to availability of plenty of funds. An initial public offering (IPO)involves an interaction between the underwriter, the issuing firm, investors that

    buy shares at the subscription price and those that purchase or sell shares in the

    aftermarket. There is uncertainty surrounding the market price that results from the

    IPO. Some investors feel that IPOs are low execution fruits. If investors were to

    get allocations in IPOs and were to turn over these shares on the day of the listing

    of the firm, then on an average they would able to get returns higher than the

    market. There is however an element of risk here. The risk is in blocking ones

    money in IPOs and getting no allocations.IPO stands for Initial Public Offering

    and means the new offer of shares from a company which was previously unlisted.

    This is done by offering those shares to the public, which were held by the

    promoters or the pr ivate investors prior to the IPO. In the case when

    other investors or Promoter held the shares the stake holding comes down

    to the extent their shares are offered to the public. In other cases new shares are issued to the

    public and the shares, which are with the promoters stay with them. In both cases

    the share of the promoters in the total capital comes down. For example say there are 100

    shares in a company and 50of these are offered to the public in an IPO

    then in such a case the promoter s stake in the company comes down

    from 100% to 50%. In another case the company issues 50 additional

    shares to the public and the stake of the promoter comes down from 100% to

    67%.Normally in an IPO the shares are issued at a discount to what is

    considered their intrinsic value and thats why investors keenly await IPOs and

    make money on most of them. IPO are generally priced at a discount, which

    mean s th at i f th e in trin sic valu e of a s hare is perceived to be Rs.100

    the shares will be offered at a price, which is lesser than Rs.100 say

    Rs.80 during the IPO. When the stock actually lists in the market it will

    list closer to Rs.100. The difference between the two prices is known

    as Listing Gains, which an investor makes when investing in IPO

    and making money at the listing of the IPO. A Bullish Market gives IPO

    investors a clear opportunity to achieve long term targets in a short term phase.

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    There are several benefits to being a public company, namely:

    *Diversifying equity base

    *Exposure, prestige and public image

    *Attracting and retaining better management and employees through liquid equity

    participation

    There are several disadvantages to completing an initial public offering

    namely:

    *Significant legal, accounting and marketing costs

    *Ongoing requirement to disclose financial and business information

    * Meaningful time, effort and attention required of senior management

    *Public dissemination of information which may be useful to competitors,

    suppliers and customers.

    What is an IPO?

    An IPO is the first sale of stock by a company to the public .A company can

    raise money by issuing either debt or equity. If the company has never issued

    equity to the public, it's known as an IPO.

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    Definition of 'Initial Public Offering - IPO'

    The first sale of stock by a private company to the public. IPOs are often issued by

    smaller, younger companies seeking the capital to expand, but can also be done by

    large privately owned companies looking to become publicly traded .

    Why an IPO?

    An initial public offering (IPO) of stocks is a share offering to the public by a

    small or medium-sized enterprise (SME) undertaken to raise additional cash for

    future growth or to enable existing stockholders to cash out by selling part of their

    holdings. Among other things, a successful IPO will provide a company with an

    objective valuation of its stock, create a good public image of the companythus

    lowering its cost of borrowingand provide it with a pool of publicly owned

    shares for future acquisitions of other companies. However, there are also

    drawbacks to being a public company, such as loss of freedom (including costly

    disclosure requirements and close monitoring by the public and government) and,

    if a takeover is threatened, potential loss of control. Initial Public Offerings or IPOs

    help companies in raising capital to fund their plans for business expansion. At the

    same time, the general public is given the opportunity of investing in promising

    companies by subscribing to the issued IPO.

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    Types of IPO

    There are many types of IPO, illustrating the different management and owner

    compensation contracts in firms.

    1. The plain vanilla IPO is undertaken by a privately held company, mostlyowned by management, who want to secure additional funding and

    determine the companys fair market value.

    2. A venture capital-backed IPO refers to a company in which management hassold its shares to one or more groups of private investors in return for

    funding and advice. This provides an effective incentive scheme for venture

    capitalists to implement their exit strategy after they have successfullytransformed a firm in which they invested so that it is financially viable in

    the market.

    3. In a reverse-leveraged buyout, the proceeds of the IPO are used to pay offthe debt accumulated when a company was privatized after a previous listing

    on an exchange. This process enables owners who own majority shares to

    privatize their publicly trading firms, which are undervalued in the market,

    thus realizing financial gains after the public was informed of the high

    intrinsic value of the private firm.4. A spin-off IPO denotes the process whereby a large company carves out a

    stand-alone subsidiary and sells it to the public. A spin-off may also offer

    owners of the parent firm and hedge funds the opportunity to capitalize

    mispricing in both the subsidiary and parent if the market is not efficient

    enough. An interesting example in the United States was the spin-off of bid

    by Creative Computers in 1998, which enabled arbitragers to capitalize the

    mispricing between the two listed companies.

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    The IPO Process

    The first task of management is to select the underwriters who will be responsiblefor the new issue. This is done roughly three months before the IPO date. The

    underwriters provide the issuing firm with procedural and financial advice. Later

    they will buy the stock and then sell it to the public. The company, with the aid of

    lawyers, accountants, and underwriters, submits a registration statement to a

    regulatory body (such as the Securities and Exchange Commission (SEC) in the

    United States) for approval of the public offering. The registration statement is a

    detailed document about the companys history, business, and future plans.

    Specifically, the SEC requires information on the details of the company (form S-

    1), its financial history (form S-2), and expected cash flows (form S-3). The

    company must be able to back up the information provided to the SEC.

    Selection of Underwriters

    The board of a firm planning to launch an IPO will first meet with potential

    candidates for underwriters among investment banks and then select the lead

    underwriter. The choice of underwriter is based on criteria that include: a

    preliminary valuation of the firm based on its financial information; and thecharacteristics of the underwriter, such as previous IPO experience, strengths and

    weaknesses, client network, research capabilities, and support for post-IPO issues.

    Discounted cash flowanalysis and earnings multiples (such as the price/earnings

    ratio) are typically used to come up with the preliminary value of the company.

    Types of Underwriting

    The management of the IPO firm selects the underwriters and decides on the type

    of underwriting it wants. There are two types of underwriting: firm commitment,

    and best efforts. If the underwriter enters a firm commitment with the company, the

    underwriter is confident about the issue and is willing to buy all the shares if there

    is insufficient demand. In a firm commitment offering, the underwriters will buy

    the IPO shares at a discount in the range 3.57.0% and then sell them on to the

    public at the full offer price.

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    In a best efforts case, the investment bankwill only do

    as much as it reasonably can to sell the shares and will return unsold equity to the

    firm. This practice is common for less liquid securities. However, if there is excess

    demand, the bank will ask for a green shoe option, allowing it to buy additional

    stock from the IPO firm.

    Selection of an Exchange

    Different exchanges have different listing requirements. In general, they require

    minimum levels of pretax income,net tangible assets, and number of stockholders.

    For example, a New York Stock Exchange listing requires an income of either

    US$2.5 million before federal income taxes for the most recent year or US$2

    million pretax for the each of the preceding two years. The firm must have been

    profitable in the two years before a listing.

    Subscription Procedure

    IPO shares are distributed in different ways to investors. One approach is an open

    auction, where investors are invited to submit bids stating the number of shares

    they wish to purchase and the price they will pay for them. The highest bidders get

    the securities. The Google IPO of US$1.7 billion in 2004 and the Morningstar IPO

    of US$140 million in 2005 used this open auction method.

    The book building method is the most

    commonly used in the United States today and is gaining popularity and

    dominance across the globe . Each bid indicates the number to be purchased, and

    may include a limiting price. Such information is recorded in a book, from which

    the name book building is derived. These indications of interest provide valuable

    information, because all bids are compiled to ascertain the market demand for the

    security.

    http://www.qfinance.com/dictionary/investment-bankhttp://www.qfinance.com/dictionary/investment-bankhttp://www.qfinance.com/dictionary/listing-requirementshttp://www.qfinance.com/dictionary/net-tangible-assetshttp://www.qfinance.com/dictionary/net-tangible-assetshttp://www.qfinance.com/dictionary/net-tangible-assetshttp://www.qfinance.com/dictionary/new-york-stock-exchangehttp://www.qfinance.com/dictionary/new-york-stock-exchangehttp://www.qfinance.com/dictionary/new-york-stock-exchangehttp://www.qfinance.com/dictionary/net-tangible-assetshttp://www.qfinance.com/dictionary/listing-requirementshttp://www.qfinance.com/dictionary/investment-bank
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    INTRODUCTION

    The Indian securities market considered as one of the most promising emerging

    markets and one of the top eight market of the world. The market comprises of

    equity, debt, and derivative segments and has a large investor base. The investorbase comprises of individuals, corporate, and foreign institutional investors, and

    has been rapidly rising over the past decade after financial market deregulation and

    economic liberalization.

    Securities market is an economic institute within

    which takes place sale and purchase transactions of securities between subjects of

    economy on the base of demand and supply. Also we can say that securities market

    is a system of interconnection between all participants(Professional & Non-

    professional) that provides effective conditions to buy and sell securities and also :

    -to attract new capital by means of issuance new security.

    -to transfer real asset into financial asset.

    -to invest money for short or long term periods with the aim of deriving profit.

    TYPES OF SECURITIES: Securities are broadly categorized into:

    1.

    debt securities (such as banknotes, bonds and debentures),2. equity securities, e.g., common stocks; and, derivative contracts, such as

    forwards, futures, options and swaps

    COMPONENTS OF SECURITIES MARKETS

    The major components of the securities markets are listed below:

    -brokers, Custodians, Share Transfer Agents,Depository Participants, Credit Rating Agencies, Merchant Bankers

    Institutions, Mutual Funds, Banks

    of Persons, Companies,

    Mutual Funds, Financial Institutions, Foreign Institutional Investors

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    (DEA), Department of Company Affairs (DCA)

    Different kinds of issuesWhat are the different kinds of issues which can be made by an Indian company in

    India?

    Primarily, issues made by an Indian company can be classified as Public, Rights,

    Bonus and Private Placement. While right issues by a listed company and public

    issues involve a detailed procedure, bonus issues and private placements are

    relatively simpler. The classification of issues is as illustrated below:

    (a) Public issue

    (i) Initial Public offer (IPO)(ii) Further public offer (FPO)

    (b) Rights issue

    (c) Bonus issue

    (d) Private placement

    (i) Preferential issue

    (ii) Qualified institutional placement

    (a) Public issue: When an issue / offer of securities is made to new investors for

    becoming part of shareholders family of the issuer3 it is called a public issue.Public issue can be further classified into Initial public offer (IPO) and Further

    public offer (FPO). The significant features of each type of public issue are

    illustrated below:

    (i) Initial public offer (IPO): When an unlisted company makes either a fresh issue

    of securities or offers its existing securities for sale or both for the first time to the

    public, it is called an IPO. This paves way for listing and trading of the issuers

    securities in the Stock Exchanges.

    (ii) Further public offer (FPO) or Follow on offer: When an already listed companymakes either a fresh issue of securities to the public or an offer for sale to the

    public, it is called a FPO.

    (b) Rights issue (RI): When an issue of securities is made by an issuer to its

    shareholders existing as on a particular date fixed by the issuer (i.e. record date), it

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    is called a rights issue. The rights are offered in a particular ratio to the number of

    securities held as on the record date.

    (c) Bonus issue: When an issuer makes an issue of securities to its existing

    shareholders as on a record date, without any consideration from them, it is called

    a bonus issue. The shares are issued out of the Companys free reserve or sharepremium account in a particular ratio to the number of securities held on a record

    date.

    (d) Private placement: When an issuer makes an issue of securities to a select

    group of persons not exceeding 49, and which is neither a rights issue nor a public

    issue, it is called a private placement. Private placement of shares or convertible

    securities by listed issuer can be of two types:

    (i) Preferential allotment: When a listed issuer issues shares or convertible

    securities, to a select group of persons in terms of provisions of Chapter XIII ofSEBI (DIP) guidelines, it is called a preferential allotment. The issuer is required to

    comply with various provisions which interalia include pricing, disclosures in the

    notice, lockin etc, in addition to the requirements specified in the Companies Act.

    (ii) Qualified institutions placement (QIP): When a listed issuer issues equity

    shares or securities convertible in to equity shares to Qualified Institutions Buyers

    only in terms of provisions of Chapter XIIIA of SEBI (DIP) guidelines, it is called

    a QIP.

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    IPO- Advantages and Disadvantages

    The following are the advantages of a public limited company.

    More Capital:

    A company can raise huge amount of funds to finance its capex programs like

    expansion, modernization, diversification, etc. as well as working capital

    requirements.

    No cost of capital:

    It does not need to pay interest on the capital raised from public. Even it does not

    need to repay the capital. Only in case of liquidation /bankruptcy it needs to pay

    the residual amount after paying bank loans, debentures, preferential shares etc.

    Huge amounts can be raised:

    It can raise huge amount of capital by going to public which maynt be possible

    otherwise. It is difficult for private companies to raise capital.

    Brand Value:

    Companys brand value will get increased because people come to know about the

    company very well. It increases the visibility and reputation of the company and

    thereby enhances the brand image of the company.

    Correct Valuation:

    Since the share price reflects the companys financial healthiness it would become

    easy to arrive at a price in case of mergers and acquisitions.

    Owner Diversification:

    Most of the funds of the founders are blocked in the firm till the firm grows and

    becomes more valuable. By means of IPO, they can sell some stake to diversify

    their holdings and can reduce the risk of their personal portfolios.

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    Increased Liquidity:

    The shares when get listed on the stock exchange, can be easily traded, providing

    more liquidity.

    Employee Prestige and Retention:

    Employee pride and confidence in the company may increase .company can attract

    as well as retain employees by offering them equity incentives like stock

    options/stock purchase plans.

    The following are the disadvantages of public ltd company.

    Disclosure of information:

    Once a company becomes public it has to disclose so much information to public

    on regular interval .This includes share holding pattern, quarterly and annual

    financial statements directors report etc .Because of this restriction companies will

    always be under pressure to and show profits in every quarter. This some times

    doesnt allow the management to take bold steps which may yield long term

    benefits but less profits in short term.

    Decisions take time:

    Implementation of any key decisions is subjected to the approval by the board of

    directors elected by share holders .This process may take more time.

    Cost of IPO:

    The cost of the process is very high, though its one time expenditure .The

    investment banker/under writer charges heavily for doing this activity.

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    Intermediaries

    The role of intermediary is very crucial for connecting with the public issue. But

    there are norms set by SEBI for the intermediaries.

    Merchant Bankers

    They play the most vital role among all intermediaries. They assist the company

    right from preparing prospectus to the listing of securities at the stock exchanges.

    Merchant Bankers have to satisfy themselves about the correctness and prosperity

    of all the information provided in the prospectus. It is mandatory for them to carry

    due diligence for all the information provided in the prospectus and they must issue

    a certificate to this effect to SEBI.

    Underwriters

    Underwriters are those intermediaries who underwrite the securities offered to the

    public.

    Registrar & Share Transfer Agents

    They are the person who processes and prepares the basis of allotment of shares to

    public based on the applications received from the public.

    Bankers to the Issue

    They are who accept application and application money from the public on behalf

    of the company.

    Stock Brokers & Sub-Brokers

    Brokers are the intermediaries who use their contact /sources to invite the public to

    subscribe for shares issued by the company. These brokers get a commission for

    inviting public.

    Depositories

    Depositories are persons who hold the share in the dematerialized form for the

    public. It also reduces the burden of carrying to deliver it after every transaction.

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    Financial Markets

    The financial markets have two major components, the money market and the

    capital market.

    Financial Markets

    |

    | |

    Money Market Capital Market

    | |

    Securities Market Other forms of

    | Lending and

    | borrowing

    |

    New issue Market Secondary Market

    (Primary Market)

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    Capital Market

    The Capital Market is a market for financial investments that are direct or indirect

    claims to capital. It is wider than the Securities Market and includes all forms of

    lending and borrowing. The Capital Market comprises the complex of institutionsand mechanisms through which intermediate term funds and long term funds are

    pooled and made available to business, Govt. and individuals.

    Securities Market

    The Securities Market refers to the markets where financial

    instruments/claims/obligations that are commonly and readily transferable by sale.The Securities Market has two inter-dependant and inseparable segments, the new

    issues (primary) market and the stock (secondary) market.

    Primary and secondary market

    In the primary market securities are issued to the public and the proceeds go to the

    issuing company. Secondary market is term used for stock exchanges, where

    stocks are bought and sold after they are issued to the public.

    Primary market

    The first time that a companys shared are issued to the public, it is by a process

    called the initial public offering (IPO) .In an IPO the company offloads a certain

    percentage of its total shares to the public at a certain price. Private companies and

    public sector enterprises, in need of money, may issue securities such as shares,

    debentures, bonds, commercial paper etc. The market mechanism for the buying

    and selling of new issues of securities is known as primary market. This market is

    also termed as New Issue Market because it deals in new issues of securities.

    Most IPOs these days dont have a fixed offer price. Instead they follow a

    method called BOOK BUILDING PROCESS, where the offer price is placed in a

    band or a range with the highest and the lowest value.

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    Secondary Market

    Once the offer price is fixed and the shares are issued to the people, stock

    exchanges facilitate the trading of shares for the general public. Once a stock is

    listed on an exchange, people can start trading in its shares. In a stock exchange theexisting shareholders sell their shares to anyone who is willing to buy them at a

    price agreeable to both parties. Individuals cannot buy or sell shares in stock

    exchange directly; they have to execute their transaction through authorized

    members of the stock exchange who are also called stock brokers.

    MARKET REGULATORS

    Securities market is regulated by following governing bodies:

    Stock exchanges

    development and regulate securities market. All the powers under this act are

    exercised by SEBI.

    porate

    sector in relation to issue, allotment and transfer of securities, disclosures to be

    made in public issues and nonpayment of dividend. Powers under this Act are

    exercised by SEBI in case of listed public companies and public companies

    proposing to get their securities listed.

    of transaction in securities through control over stock exchanges. Most of the

    powers under this act are exercised by Department of Economic Affairs (DEA),

    some are concurrently exercised by DEA and SEBI and a few powers by SEBI.

    transfer of ownership of dematerialized securities. SEBI administers the rules and

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    regulation under this Act.

    The Securities and Exchange Board of India was

    established in 1988, as a government department. The passing of the SEBI Act in

    1992 made SEBI the apex regulator of the Indian securities markets. It wasestablished to regulate and develop the growth of the capital market. SEBI

    regulates the working of stock exchanges and intermediaries such as stock brokers

    and merchant bankers, accords approval for mutual funds, and BSE Training

    Institute Ltd. 18 registers Foreign Institutional Investors who wish to trade in

    Indian scrips. Section 11(1) of the SEBI Act provides that it shall be the duty of the

    Board to protect the interests of investors in securities and to promote the

    development of, and to regulate the securities market, by such measures as it thinks

    fit. SEBI regulates the business in stock exchanges and any other securitiesmarkets and the working of collective investment schemes, including mutual

    funds, registered by it. SEBI promotes investor's education and training of

    intermediaries of securities markets. It prohibits fraudulent and unfair trade

    practices relating to securities markets, and insider trading in securities, with the

    imposition of monetary penalties, on erring market intermediaries. It also regulates

    substantial acquisition of shares and takeover of companies and can call for

    information from, carry out inspection, conduct inquiries and audits of the stock

    exchanges and intermediaries and self regulatory organizations in the securities

    market. SEBI has introduced various reforms including improved transparency,

    computerization, enactments against insider trading, improved capital adequacy,

    imposed restrictions on forward trading, and enacted provisions to encourage

    corporate membership in the stock exchanges. Stock exchanges have also laid

    down strict compliance measures covering detection of irregular trading practices

    through sophisticated surveillance systems, margining, trading volume controls

    and set up investor protection funds. Stock exchanges ensure compliance of

    brokers on a continuous basis through inspection and other measures.

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    ACT & REGULATIONS:

    The Companies Act, 1956

    The Companies Act deals with issue, allotment and transfer of securities and

    various aspects relating to company management. It provides for standard of

    disclosure in public issues of capital, particularly in the fields of company

    management and projects, information about other listed companies under the

    same management, and management perception of risk factors. It also regulates

    underwriting, the use of premium and discounts on issues, rights and bonus issues,

    payment of interest and dividends, supply of annual report and other information.

    The Companies Act, 1956 (Act) has over 600 sections, 14 schedules, various rules,

    which are read along with various circulars, notifications and clarifications issuedby the Department of Company Affairs from time to time. The details of the

    relevant regulatory authority are provided for in each section of the Act. The Act

    also details the filing of various forms with the Registrar of companies (ROC),

    Central Government, and provides for maintenance of registers/records and access

    to outsiders. The Act also lays down penalty provisions through fine and/or

    imprisonment for noncompliance of the provisions of the Act and on whom the

    penalty is leviable. The enforcement of the provisions of the Act are carried out by

    the Central Government (through Dept. of Company Affairs), the company LawBoard, (CLB) Regional Director of BSE Training Institute Ltd. 35 the CLB,

    Registrar of Companies. The Securities and Exchange Board of India is the

    concurrent authority of some matters relating to listed Companies. The

    administration body under the Companies Act is Company Law Board.

    The SEBI Act, 1992

    Major part of the liberalization process was the repeal of the Capital Issues

    (Control) Act, 1947, in May 1992. With this, Governments control over issues of

    capital, pricing of the issues, fixing of premia and rates of interest on debentures

    etc. ceased, and the office which administered the Act was abolished and the

    market was allowed to allocate resources to competing uses. However, to ensure

    effective regulation of the market, SEBI Act, 1992 was enacted to establish SEBI

    with statutory powers for:

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    (a)Protecting the interests of investors in securities,

    (b)Promoting the development of the securities market, and

    (c) Regulating the securities market.

    Its regulatory jurisdiction extends over corporate in the issuance of capital and

    transfer of securities, in addition to all intermediaries and persons associated withsecurities market. It can conduct enquiries, audits and inspection of all concerned

    and adjudicate offences under the Act. It has powers to register and regulate all

    market intermediaries and also to penalize them in case of violations of the

    provisions of the Act, Rules and Regulations made there under. SEBI has full

    autonomy and authority to regulate and develop an orderly securities market.

    .

    Securities Contracts (Regulation) Act (SCRA), 1956

    SCRA provides for direct and indirect control of virtually all aspects of securities

    trading and the running of stock exchanges and aims to prevent undesirable

    transactions in securities. It gives SEBI regulatory jurisdiction over:

    (a) Stock exchanges through a process of recognition and continued supervision,

    (b) Contracts in securities, and

    (c) Listing of securities on stock exchanges.

    .

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    A

    PROJECT REPORT ON

    PRICING AN IPO

    A Calculated Trick: Is it justified often?

    WITH REFERENCE TO

    BHUBANESWAR STOCK EXCHANGE LTD. (BHSE)

    SUBMITTED TO

    MAHENDRAINSTITUTE OF MANAGEMENT AND TECHNICAL STUDIES

    IN PARTIAL FULFILLMENT OF THE REQUIREMENT OF TWO YEAR

    FULL TIME POST GRADUATE DIPLOMA IN MANAGEMENT

    SUBMITTED BY

    PRAVAT KUMAR BEHERA

    ROLL NO:MFC/11-13/105

    UNDER THE SUPERVISION OF

    Name: Name:

    Designation: Designation:

    (Company Supervisor) (Faculty Supervisor)

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    CertificateCertified that Mr./Ms _________________________ has completed the Summer Internship Programme at(Company name)_____________________________ from _________ to _____________ and worked on the

    project titled ______________________. This is an original piece of work and has not been used for any other

    purpose.

    Signature

    (Company Supervisor)

    Name:

    Date

    _____________________________________________________________________________________________

    (ii)

    Certificate to be given by the Faculty Supervisor in Institutes letter head

    CertificateThis is to certify that the project report entitled ________________________________ is a bona fide work of Ms. /

    Mr. _________________________________ , a student of Mahendra Institute of Management and Technical

    Studies (MIMTS) bearing Roll No._____________ and was successfully conducted at (companys Name)____________________________ under my supervision as a part of Summer Internship Programme (SIP) from

    ______________to _________ in partial fulfillment for the award of Post Graduate Diploma in Management. To

    the best of my knowledge this is an original piece of work and has not been submitted to any Institute/ University

    for award of any other degree or diploma.

    Signature

    (Faculty Supervisor)

    Name:

    Designation:

    Date

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    DeclarationI Mr./Ms __________________________ bearing enrolment number _____________ do hereby declare that this

    project report titled __________________________has been prepared on the basis of my learning through

    Summer Internship Programme at ___________(Company Name) from --------- to --------- under the joint

    supervision of Mr.//Ms ________________ and Prof. __________. The findings of the study are original and the

    study materials used have been duly recognized in the body of the report. This report has not been submitted to

    any Institute/University for the award of any degree or diploma in full or part.

    Signature of the Student

    Date:

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    Acknowledgements

    With all humility I would like to express that I am very lucky to undergo summer training at -------------------------------

    ------------ (Company Name). It was a golden opportunity for gaining practical experience and self development.

    Further, I am honoured to have so many wonderful people who helped me insistently in several ways for the

    completion of this project report.

    I am extremely thankful to Mr.. (Company Supervisor) who in spite of his/ her busy schedule of

    work spared his/ her invaluable time to listen and guide all through the project period. Without his/her active

    support and supervision it was not possible to complete the project work.

    I sincerely acknowledge my gratitude to Professor Mr./Ms./Mrs.____________________________ who was not

    only involved in the entire process but also shared his/her knowledge, encouraged me and gone through the

    report before it was submitted for evaluation. Thank you, Dear Sir/Madam.

    I would like to thank Dr.__________________________, Director, Dr. __________________, Dean, and

    Prof._______________________ for their active support and arrangements to make my learning and life easier at

    _________________ (Company Name).

    All my friends deserve thanks for their cooperation and sharing of valuable information that helped me in the

    preparation of this report.

    Last but not least I owe my heartfelt gratitude to my parents for their constant help, encouragement and

    emotional support during the entire period of Summer Internship without which this report would not have been

    completed.

    Name of the Student

    Date:

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    CONTENTS

    Page No.

    Certificate from Company Supervisor (i)

    Certificate from the Faculty Supervisor (ii)

    Declaration (iv)

    Acknowledgements (v)

    List of Tables (vi)

    List of Figures (vii)

    Executive Summary (viii)

    Abbreviations used (ix)

    Chapter I Introduction 1-30

    Chapter II Data Analysis 31-63

    Chapter III Observation and Major Findings 64-70

    Chapter IV Conclusions and Suggestions 71-75

    Appendices 76-81

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    References 82-90

    Bibliography 91-100

    Executive SummaryTitle - PRICING AN IPO, A Calculated Trick: Is it justified often?

    Objectives - The objective of the project is as follows:

    -To know about IPO and why companies issue IPO and other related factors.

    -To know about the parties involved in the issue and their work.

    -To analyze the performance of the IPOs in a post issue scenario and to draw a

    conclusion whether the IPOs were able to justify the issue price or not. And also to

    conclude that, does the companys pricing policy is towards the welfare of the

    investors or not.

    Methods and data sources - I have collected data only from secondary sources.

    Major findings -

    Summary of Conclusions -

    Suggestions -

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    CHAPTER 1

    INTRODUCTION

    1.1: Profile of the organization

    Bhubaneswar Stock Exchange Ltd. -

    Bhubaneswar Stock Exchange was incorporated as a company on 17th April 1989.

    It is a company limited by guarantee without having share capital. Subsequently

    pursuant to Securities Contracts Regulation (SCRA) Act 1956 by the Govt. of

    India in 2004 in order to provide for corporatization and demutualization of the

    Stock Exchange, BhSE was converted into a company limited by the shares by

    way of fresh incorporation on 9th Dec 2005. Further pursuant to requirement of

    demutualization in 2007 by diluting more than 51% of share capital to people other

    than its members-brokers, BhSE diluted its shares capital to comply with this

    requirement. The present share holding pattern of BhSE is represented up to 41%

    by its member-brokers and remaining 59% by public other than its member-

    brokers.

    Objectives-

    The objective of BhSE is to facilitate, assist, regulate or control the business of

    buying, selling or dealing in stocks, shares, like securities in the interest of the

    securities market and that of investors in securities within the meaning of SCRA.

    In that line BhSE is a market infrastructure institution which has been facilitating

    and providing infrastructure for carrying out the business of buying, selling or

    dealing in shares and securities. Further BhSE is a public institution fordischarging public utility services. In this contest BhSE has been working for

    protection of interest of the investors, increasing the level of financial literacy

    among the investors and providing assistance to the investors for redressal of

    grievance against any stock broker or listed company. BhSE is also now actively

    engaged in conducting seminars, workshop and investors awareness programmes

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    for the benefit of investors. BhSE also has been providing support and guidance to

    the management students in their Summer Internship Programme (SIP)

    assignment.

    Business Operation-

    Business operation of BhSE commenced on 2nd January 1991 with a membership

    strength of around 160, which was increased to more than 200 in 1995. The present

    business volume of BhSE is of the order of Rs 5 crore. Advent of National Stock

    Exchange with interest of online trading and spreading of NWT (Nation Wide

    Terminus) across the country lead BhSE, like other small and regional stock

    exchange of the country, face a major setback in generating volume of business.

    Thus the business of local segments shifted to NWTT (Nation Wide Trading

    Terminus) of BSE and NSE. However presently BhSE has provided its member

    brokers the business platform of NSE and BSE through interconnected stock

    exchange of India.Further it is now actively working for revival of its own business

    platform in association with NSE and BSE in terms of sec-13 of the SCRA. BhSE

    has also been registered as depository participant (DP) of CDSL to provide DP

    services to the investors in securities under operation of DEMAT account with it.

    Activities of BhSE-

    1- Clearing Settlement and Surveillance Operation:

    This is the most important activity of the stock exchange. The transaction in shares

    and securities which are carried out by the member of broker of the stock exchange

    are settled through the clearing house with the help of centralized banking system

    and depository system. Clearing house plays a major role in clearing and

    settlement function of a stock exchange how ever in case of major stock exchange

    like NSE and BSE the set operation is done through a clearing corporation which isa separate entity to facilitate these activities.

    Surveillance mechanism is a very vital function of a stock

    exchange. This function ensures fairness and transparency in the transaction by

    undertaking various safe guards. Which include maintenance of broker base

    minimum capital (BMC), collection of different types of margins, monitoring of

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    trading activities of brokers individually and as a whole, monitoring the gross

    exposure limit of outstanding position of brokers on any individual share etc.

    2- Secretarial and Corporate affairs:

    Secretarial department deals with the matter relating to meetings of board of

    directors, various committees and general body. This department is also

    responsible to compile with the statutory requirement in terms of provisions of the

    companies act 1956. Corporate affairs department deals with the matter relating to

    formulation of policies, rules regulations, looking after certain risk management

    mechanism of BhSE such as Settlement Guarantee Fund, Investors Protection Fund

    etc. This department also deals

    with matters relating to other developmental activities of stock exchange.

    3- Listing of Securities:

    Presently listing department is a part of secretarial and corporate affairs function of

    the BhSE. This department plays a very important role for listing of shares and

    securities on the stock exchange. This department facilitates to raise capital in the

    primary market through issue of shares and securities. This department monitors

    and ensures that the public Issue of shares and securities are done according to the

    Companies Act 1956. It monitors the whole issue process prior to the public issueand even in the post issue of securities, by a company, and makes sure it is made in

    fair and transparent manner. And it also ensures that allotment of shares and

    securities to various categories of investors is made in a proper manner as per the

    regulatory frame work. On being satisfied with the performance of various

    intermediary involved in the public issue process and complains made by

    concerned companies the listing department recommend to the authority of stock

    exchange. Another major responsibility of the listing department is to monitor the

    compliance or requirement by a listed company in terms of listing condition asprescribed in the listing agreement executed between such listed company and the

    stock exchange.

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    4- Membership:

    It deals with the matter relating to membership of the exchange. The

    responsibilities of the department include activities such as

    (a) Admission of individual and body corporate as the member brokers in terms ofrules and regulations of the stock exchange.

    (b) Ensuring compliance of requirements by the member brokers in terms of rules

    and regulations of the SEBI Act 1992, and securities contract (regulations) rules

    1957.

    (c) Ensuring and monitoring mentions of base minimum capital by the member

    brokers with the exchange in terms of its rules and regulations.

    (d) To conduct an inspection of books of accounts and other documents of the

    member brokers.

    (e) Providing membership service.

    5- Investor Service:

    This department acts as an intermediary in redressing the grievance of the investor

    in securities against brokers and listed companies. It provides services to the

    investing public where there is any complaint against the stock brokers or a listed

    company.

    6- Training and Education:

    It has been working for spreading of equity culture and for increase the level of

    financial literacy in the interest of investors. It also conducts investor awareness

    programme, seminar, workshop etc from time to time at different location. BhSE

    also runs few courses on Capital Market which includes three months course, one

    month course and 15 days training programme. BhSE is also engaged in providing

    guidance in support services to the students of various institutes and Business

    school.

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    7- Depositary Participant Service:

    BhSE is a registered depository participant of central depository services for

    providing depository participant service to the investors in securities. The

    department is responsible for:(a) Providing service to a person intending to open DEMAT account.

    (b) Dematerialization of shares and securities of a DEMAT account holder on his

    request.

    (c) Operation of DEMAT accounts of investors such as- Debit and Credit of shares

    and securities in the DEMAT account as per the instruction of the account holder.

    Capital Structure and Financing

    Particulars As at 31st March,2011

    (In Rs)

    Sources of Funds

    OWN FUNDS

    Share Capital 57,98,980

    Reserve and Surplus 5,50,53,742

    LOAN FUNDS

    Secured Loan 21,03,766

    Unsecured Loan Nil

    Deferred Tax Liability 36,783

    Total 6,29,93,271

    Application Of Funds

    FIXED ASSETS

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    Gross Block 3,08,53,119

    Less: Depreciation 1,45,12,200

    Net Block 1,63,40,919

    CAPITAL WORK IN

    PROGRESS

    68,56,122

    2,31,97,041

    INVESTMENTS 72,70,000

    CURRENT ASSETS,

    LOANS & ADVANCESCash and Bank Balances 4,60,37,276

    Loans & Advances 1,41,05,570

    (A) 6,01,42,846

    LESS:

    CURRANT LIABILITIES

    AND PROVISSIONS

    CURRANT LIABILITIES 2,74,74,033

    Provisions 13,81,413

    (B) 2,88,55,446

    (A-B) 3,12,87,400

    12,38,829Total 6,29,93,271

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    If we see the current Balance Sheet of the company we can see the sources and

    application of funds. We found that the company has taken a loan of Rs 21, 03,766.

    Thus the Debt /Equity ratio comes out to be 0.03. That means for every Re. 1 the

    company has a liability of Re. 0.03 which is not too much of debt.

    Working Capital Management -

    Since the stock exchanges are service providing firms and that they do not

    manufacture any product thus they do not have any significant working capital.

    Dividend Policy and Practice -

    The declaration and payment of dividend is recommended by the Board of

    Directors and approved by the shareholders of the Company at their discretion anddepends on a number of factors, including the results of operations, earnings,

    capital requirements and surplus, general financial conditions, etc. As such the

    company has not paid any dividend till date.

    Cost Revenue Structure-

    Mainly the revenue in BhSE is generated by Annual Listing Fee. Some other

    sources are

    - Members Subscription

    - Dividend received from ISE

    - Rent received

    - Income from training and education

    - Income from ISEDepositary Participant

    - Interest income on pre corporatized corpus.

    Share Performance-

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    BhSE is not a public company. It is a company limited by shares. Thus it is not

    listed and its shares are not traded. But as per unofficial sources the shares are

    being traded at a price of Rs 4 to 5.

    Pricing -

    Although BhSE is a service providing company but moreover it is a public utility

    company. As such it does not have any tangible product like manufacturing

    companies. As far as it is concerned about the listing and the member subscription

    BhSE charges not much but a very notional fee.

    Challenges

    1- Upon introduction of on-line trading in place of age old out-cry system andexpansion o trading terminals by major stock exchanges such as NSE and BSE to

    the various parts of the country, like other RSEs in the country, BhSE is struggling

    for operation of a proper and independent business platform. This has exposed

    BhSE to a survival threat like other RSEs.

    2- In the light of fast changing capital market scenario with the advent of new

    securities market technology and product lines, independent business platform has

    become expensive and required skill sets are difficult to procure for a smaller

    regional stock exchange like BhSE. This has doubled the concern of BhSE whilebattling for survival.

    3- In the event of withdrawal mandatory provision by Ministry of Finance for

    listing of securities on RSEs and introduction of liberalization delisting norms by

    SEBI, BhSE has los listing support of most of the active corporate houses belong

    to their respective states with support of their State Government. This has badly

    narrowed one of the major revenue generation sources of BhSE.

    Growth Plans-

    1- BhSE is working for revival of a vibrant business platform in association with

    National Stock Exchange and Bombay Stock Exchange in terms of Sec. 13 of the

    SCRA.

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    2- Financial literacy is one of the thrust areas, which needs to be undertaken in a

    proper manner and in a massive way for the growth of securities market and for

    growth of economy of the country as a whole. BhSE has been working for it.

    3- BhSE is active in providing short term courses in Capital Market as a part of its

    activities. It is also exploring the possibility to introduce diploma course in CapitalMarket.

    1.2: Statement of the problem

    In general we think that the price of IPO is based on a company name and goodwill

    or it can fix at a amount where company will get profit.. Here the problem is I want

    to find out who are the other factor affect the price of an IPO and whether the priceis justified or not?

    1.3: Need for and importance of the study

    Many factors determine the price of an initial public offering (IPO), ranging from a

    company's marketing prowess to investor sentiment. The financial history of a

    company in addition to its profit-earning potential for the future also affects the

    price of an IPO. Pricing affects the performance of the IPO in the market as it

    leaves an impact on the investors and most of them are not much financially aware.

    Sometimes it may happen that there appears a huge demand for an IPO in the

    bidding process during the book building method, which in turn raises the issue

    price of the IPO, but when it comes into the market it does not perform as

    expected. Instead its price drops thus putting the investors at a loss and losing the

    confidence of the investors. Thus it is important for an IPO to be optimally priced

    so that it justifies with the issue price. So here I want to know whether the issue

    price is justified or not and which factor affect the pricing of IPO.

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    1.4: Review of literature

    1.5: Scope

    Here I have taken only last 3 years data about those company who had issued there

    share and again I have choose only 11 company and try to justified their issue

    price of share.

    1.6: Objectives

    The objective of the project is as follows:

    -To know about IPO and why companies issue IPO and other related factors.

    -To know about the parties involved in the issue and their work.

    -To analyze the performance of the IPOs in a post issue scenario and to draw a

    conclusion whether the IPOs were able to justify the issue price or not. And also to

    conclude that, does the companys pricing policy is towards the welfare of the

    investors or not.

    1.7: Methodology

    Here I have taken data from only secondary sources. I have taken 111 companies

    who were issued IPO in last 3 years and divide them to some group according to

    overvalued IPOs, undervalued IPOs and neutral IPOs and randomly choose some

    company from each of the group.

    1.8: Limitations of the study

    Here I have taken only last 3 years data about those company who had issued there

    share and again I have choose only 11 company and try to justified their issue price

    of share. And here I also used only secondary data.

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    Statistical Framework

    In the last three years about 111 IPOs have been issued. It has been observed that

    mostly all of them were overvalued at the time of the issue. And it has also been

    observed that currently about 71% of them are being traded at a price higher thantheir intrinsic value and about 20% are being traded at a price below the intrinsic

    value of the IPO and about 9% are being traded at a price near to the intrinsic

    value.

    Project Analysis

    A sample of 15 IPOs have been selected out 111 IPOs issued in the last three years,

    some of which are trading at a price higher than the issue price is called overvaluedIPO,some of them are trading at a price lower than the issue price is called

    undervalued IPO, and very few of them are trading at a price equal or nearly equal

    to the issue price is known as neutral IPO.

    Then for each IPO an analysis has been done which includes the:

    - About the issue and their grading

    - Risk factors

    - Fundamental analysis (Pre and Post Issue)

    - Price chart study

    - Market sentiment study

    After the analysis a generalized conclusion has been derived and few

    recommendations have been suggested for the pricing of an IPO.

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    UNDERVALUED IPOs

    1. Adani Power:

    (Issued: August 2009)

    SectorPower Generation

    About the Company-

    The Company was incorporated as Adani Power Limited on August 22, 1996. The

    Company became a private limited company on June 3, 2002 and the name of the

    Company was subsequently changed to Adani Power Private Limited. The

    Company was, thereafter, converted into a public limited company on April 12,

    2007 and the name of the Company was changed to Adani Power Limited. Further,

    upon ceasing to be a private limited company, the word private was deletedthrough a special resolution at the EGM of the Company held on March 28, 2007.

    Company Promoters:

    Gautam S Adani

    Rajesh S Adani

    Issue Detail:

    *Issue open: July 28,2009-July 31,2009

    *Issue Size: 301,652,031 Equity Shares of Rs. 10

    *Face Value: Rs. 10 per Equity Share

    *Price Range: Rs. 90-Rs. 100 Per Equity Share

    *Listing At: BSE, NSE

    *IPO Grading: ICRA has grade 3 out of 5

    *last 52 weeks H/L:115.80/44.10

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    If we look at the fundamental of the company it looks above average which is also

    evident from the fact that ICRA has graded Adani power as 3out of 5. From the

    above table it is clear that the fundamental parameters has increased when pre and

    post issue figures are compared.Net worth of the company has increased 2.77 times

    which shows that profit is increasing year on year. But if we look at the P/E ratio it

    is very high if compared with the Industry average of 15.3. This may be because of

    very low post issue EPS of 0.78. Company has not paid any dividend in the last

    two years.

    If we see the technical chart of Adani power ltd. we can make out that the stock

    has been traded at a price lower than the issue price since 1 year which is also

    evident from the prices of last 52 weeks. Thus we see that although the company is

    not performing so well and it could not gain the investors confidence may be

    because there is hardly any increase in PAT of the company and it incurred loss.

    And since the stock is overpriced from the beginning, thus being overvalued, the

    demand was less and the supply was high so this may be one more reason why the

    price kept on decreasing.

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    2. ARSS Infra:

    (Issue: March 2010)

    Sector: Construction & Contracting

    About the Company:

    The Company was incorporated as ARSS Stones Private Limited on May 17, 2000 under the

    Companies Act, 1956, with its registered office at N-1/93, IRC Village, Nayapalli, Bhubaneswar.

    On May 20, 2005, the name of the Company was changed to ARSS Infrastructure Projects

    Private Limited. The Company has been converted to a public limited company in pursuance of a

    special resolution passed by the members of the Company at the Extraordinary General Meeting

    held on November 15, 2005.

    About the Issue:

    Public issue of 22,88,888 equity shares of Rs. 10/- each of ARSS Infrastructure Projects Limited

    for cash at a price of Rs. 450 per equity share (including a share premium of Rs. 440 per equity

    share) aggregating upto Rs. 10300 lacs ("issue"). The issue will constitute 18.23 % of the pre

    issue and 15.42 % of the post issue fully diluted paid up equity capital of the company. The Issue

    has been graded by Credit Analysis and Research Limited ("CARE") and has been assigned

    "IPO Grade 2" indicating below average fundamental.

    Risk Factors:

    1- Our Company has defaulted on payment of interest and repayment of loan to various banks /

    financial institutions.

    2- The power supply at one of our Units has been disconnected by the Central Electricity Supply

    Company of Orissa Limited (CESCO) due to default in payment ofelectricity bills and other

    related disputes and the complaint filed by our Company with concerned authority.

    Analysis:

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    If we look at the fundamentals of the company it looks below average which is also evident from

    the fact that CARE has graded the company with 2 out of 5. From the above table it is clear that

    the fundamental parameters has increased when pre and post issue figures are compared.Net

    worth of the company has increased 2.26 times which shows that profit is increasing year on

    year. If we look at the P/E ratio it decreased to a value which is much less than the industry

    average of 14.16. Company has also paid dividend for the last two years. If we see the technical

    chart we see that just after the issue in 2010 the stock price has increased to a price double to the

    issue price but at the end of the year the price started decreasing and kept on decreasing till date.

    Thus we can say that although at the time of the issue the IPO was overvalued but subsequently

    its price decreased and it is currently trading at a price lower than the current book value. Thus it

    could be said that initially people took the IPO very positively may be because it bagged too

    many contracts but then it could not sustain.

    3. Raj Oil Mills:(Issued: Aug 2009)Sector: Edible Oil & Solvent Extraction

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    About the Company:

    Raj Oil Mills Limited was incorporated on October 17, 2001. The Company has received

    Commencement of Business Certificate on November 6, 2001. The Company was formed to

    undertake the business of buying, selling, manufacturing, and processing of edible oils, edible oil

    seeds and other related products. The Company was promoted by Mr. Shaukat S. Tharadra. It

    acquired the running business of M/s. Raj Oil Mills, partnership firm (exclusive of Land &

    Building and intangible property in the form of Brands, Trademarks and Copyrights). M/s. Raj

    Oil Mills, partnership firm, founded in the year 1943 by late Mr. Haji Suleman Jamal. M/s. Raj

    Oil Mills, partnership firm have not carried out any valuation from any independent valuer. The

    mentioned transaction took place at a lump sum amount of Rs. 75 lacs as a consideration for

    assignment of the running business M/s. Raj Oil Mills, partnership firm through the mutual

    consent of the Company and M/s. Raj Oil Mills, partnership firm through entering the mentioneddeed of assignment.

    About the Issue:

    Public issue of 95,00,000 equity shares of Rs. 10 each for cash at a price of Rs. 120 per equity

    share, including a share premium of Rs. 110 per equity share, aggregating Rs. 11400.00 lacs.

    This Issue has been graded by ICRA Limited as IPO Grade 2, indicating below average

    fundamentals through its letter dated April 20, 2009.

    Risk Factors:

    1- Our inability to maintain distribution network can adversely affect our Revenues.

    2- Our Company currently enjoys certain benefits in terms of Excise Duty exemptions, which

    may not be available to us in the future thereby affecting our profitability.

    3- The shortage or non-availability of power and fuel may adversely affect the manufacturing

    processes and our performance may be affected adversely.

    4- Our Company uses hazardous chemicals in its manufacturing processes; any failure to comply

    with statutory regulations may adversely affect our operations.

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    Analysis:

    If we look at the fundamentals of the company it looks below average which is also evident from

    the fact that ICRA has graded Raj Oil Mills with 2 out of 5. From the above table it is clear that

    the fundamental parameters has increased when pre and post issue figures are compared.Net

    worth of the company has increased 2.52 times which shows that profit is increasing year on

    year. But if we look at the P/E ratio it decreased and is very low from the industry average of

    13.4. Company has also not paid any dividend in the last two years.

    If we see the technical chart we can make out that the stock price is continuously decreasing

    since the issue of the IPO which is also evident from its last 52 weeks low/high price. Thus we

    can say that although at the time of the issue the IPO was overvalued but subsequently it is now

    been traded at a price even lower than the current book value. Raj Oil Mills was a company with

    below average fundamentals and overvalued IPO and neither it has paid any dividend and thus

    could not gain confidence of the investors and as a result its price kept on dropping. Even if we

    look at the share holding pattern the promoter holding has decreased showing the loss of

    confidence among the promoters too which may also be one of the reason of declining price.

    Although at that time the market was not as volatile as is seen in case of Raj Oil Mills.

    4. Aqua Logistics Ltd:(Issued: Feb 2010)Sector: Transport

    About the Company:

    The Company was originally incorporated as Aqua Logistics Private Limited on September 20,

    1999 under the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of

    Companies, Mumbai. The Company was converted into a public limited company vide fresh

    Certificate of Incorporation dated March 05, 2009 and subsequently the name of the Company

    was changed to Aqua Logistics Limited.

    About the Issue:

    Public issue of 68, 72,852 equity shares of Rs.10/- each for cash at a price of Rs. 220 per equity

    share (including a premium of Rs. 210 per equity share) for non institutional and QIB bidders

    and Rs. 215 per equity share (including a premium of Rs. 205 per equity share) for Retail

    Individual bidders aggregating upto Rs. 15,000 lacks (the issue), by aqua logistics limited. The

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    issue will constitute 33.53% of the fully diluted post issue paid-up capital of our company. The

    net issue to public will constitute 33.53% of the fully diluted post issue paid-up capital of our

    company. The Issue has been graded by Brickwork Ratings India Private Limited and has been

    assigned a grade of 3/5 indicating average fundamentals.

    Risk Factors :

    1- There has been a delay in the implementation schedule of the Project which is in the initial

    stages of implementation. Inability to complete the project as per the stated schedule of

    implementation may lead to cost/time overruns and may impact our future profitability.

    2- We have not yet placed orders for specialised equipments aggregating Rs. 3,051.89 Lacs

    required by us. Any delay in placing the orders/ or supply of equipments may result in time and

    cost overruns, and may affect our profitability.

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    Analysis:If we look at the fundamentals of the company it looks average which is also evident from the

    fact that Brickworks Rating India Pvt. Ltd. has graded the company with 3 out of 5. From the

    above table it is clear that the fundamental parameters has increased when pre and post issue

    figures are compared.Net worth of the company has increased 2.52 times which shows that profit

    is increasing year on year. If we look at the P/E ratio it increased and is at par with the industry

    average of 36.09. Company has also not paid any dividend in the last two years. If we see the

    technical chart we can make out that the stock price has increased in 2010 but dropped in the

    beginning of 2011 and since then could not recover and is trading at a price below than the issue

    price which is also evident from its last 52 weeks low/high price.

    Thus we can say that although at the time of the issue the IPO was overvalued but subsequently

    it is now been traded at a price near to the current book value. Aqua Logistics is a company with

    average fundamentals and overvalued IPO and neither it has paid any dividend and thus could

    not gain confidence of the investors and as a result its price kept on dropping in 2011. Even if we

    look at the share holding pattern the promoter holding has decreased showing the loss of

    confidence among the promoters too which may also be one of the reason of declining price.

    5. DB Realty:

    (Issued: Feb 2010)

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    Sector- Real Estate

    About the Company:

    The Company was originally incorporated as a public limited company in the name of D B

    Realty Limited, under the Companies Act, on January 8, 2007 and received certificate for

    commencement of business on February 28, 2007. The Company was converted to a private

    company and the name was changed to D B Realty Private Limited, pursuant to a shareholders

    resolution dated May 14, 2007 and received a fresh certificate of incorporation on July 9, 2007.

    Subsequently, the Company was converted to a public company and the name was change to D

    B Realty Limited, pursuant to a shareholders resolution dated September 5, 2009 and received a

    fresh certificate of incorporation on September 23, 2009. The Company has been engaged in the

    business of real estate development and there has been no change in the activities being carried

    out by the Company since its incorporation.

    About the Issue :

    Public issue of 32,051,282 equity shares of face value of Rs. 10 each of D B Realty Limited forcash at a price of Rs. 468 per equity share (including a share premium of Rs. 458 per equity

    share), aggregating Rs. 15,000 million. The issue shall constitute 13.18% of the fully diluted

    post-issue capital of our company. This Issue has been graded by CRISIL and has been assigned

    the IPO Grade 2/5 indicating below average, through its letter dated Novmber 27, 2009.

    Risk Factors :

    1- Our business is heavily dependent on the availability of real estate financing in India. Difficult

    conditions in the global financial markets and the economy may cause us to experience limited

    availability of funds.

    2- We have not obtained certain approvals for some of our projects and some of our projects arein the preliminary stages of planning and require approvals or permits and we are required to

    fulfil certain conditions precedent, which may delay our projects and make us incur certain

    additional costs.

    Analysis:

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    If we look at the fundamentals of the company it looks below average which is also

    evident from the fact that CRISIL has graded the company with 2 out of 5. From

    the above table it is clear that the fundamental parameters has increased when pre

    and post issue figures are compared.Net worth of the company has increased 2.22

    times which shows that profit is increasing year on year. If we look at the P/E ratio

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    it decreased but still a bit on higher side than the industry average of 14.16.

    Company has also not paid any dividend in the last two years.

    If we see the technical chart we can make out that the stock price has a decreasing

    trend although it tried to recover in the mid 2010 but dropped drastically at the endof 2010 and since then could not recover and is trading at a price below than the

    issue price which is also evident from its last 52 weeks low/high price. Thus we

    can say that although at the time of the issue the IPO was overvalued but

    subsequently it is now been traded at a price much less than the current book value.

    DB Realty is a company with below average fundamentals and overvalued IPO

    and neither it has paid any dividend and thus could not gain confidence of the

    investors and as a result its price kept on dropping. The price has fallen sharply at

    the end of 2010 which is not just with the company but if we look at thecomparison chart the whole realty sector has fallen very sharply at the same period

    which is evident by the chart of BSE Realty.

    OVERVALUED IPOs

    6. Coal India :

    (Issued: Nov 2010)

    Sector: Mining

    About the Company:

    In order to provide for a higher growth in coal sector to meet the growing energy needs of the

    country, the Government in 1973, nationalized the coal mines by enacting the Coal

    Nationalization Act. Pursuant to the nationalization of coal mines, the company was incorporated

    as a private limited company with the name of Coal Mines Authority Limited, under the

    Companies Act on June 14, 1973. Thereafter in 1975, Department of Coal, Ministry of Energy,

    GoI, with a view to integrate and streamline the structural set up in a manner which could be

    conducive to a more efficient administration, issued letter, providing for the re-organisation of

    Coal Mines Authority Limited as Coal India Limited, which was to be responsible for the

    entire coal mining sector owned and controlled by the Central Government. In compliance with

    the direction from the Ministry of Energy, Department of Coal, and pursuant to a resolution of

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    the shareholders dated October 15, 1975 and approval of the Ministry of Law, Justice and

    Company Affairs, the name of the Company was changed to Coal India Limited.

    About the Issue:

    Public offer of 631,636,440 equity shares of face value of Rs. 10 each of Coal India limited

    through an offer for sale by the President of India, acting through the Ministry of Coal,

    Government of India for cash at a price of Rs. 245 per equity share aggregating up to Rs.

    154,750.93 million. The offer comprises a net offer to public of 568,472,796 equity shares (the

    net offer) and a reservation of 63,163,644 equity shares for subscription by eligible employees

    (the employee reservation portion). The offer shall constitute 10.00% of the post offer paid-up

    equity share capital of our company and the net offer shall constitute 9.00% of the post offer

    paid-up equity share capital of our company. This Offer has been graded by CRISIL Limited,

    ICRA Limited and Credit Analysis & Research Limited, and has been assigned the CRISIL IPO

    Grade 5/5, IPO Grade 5/5 and CARE IPO Grade 5/5, respectively, indicating that the

    fundamentals of the Offer are strong relative to the other listed equity securities in India.

    Analysis:

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    If we look at the fundamentals of the company it looks to be very strong which is also evident

    from the fact that CRISIL, ICRA and CARE, all the three rating agencies has graded the

    company as 5 out of 5. From the above table it is clear fundamental parameters such as networth

    has increased when pre and post issue figures are compared.PAT is showing a growth of about

    50% in just one year wich is a substantial growth rate. If we look at the P/E ratio it is lower than

    at the time of the issue and it may be because of increase in EPS but P/E is still high as compared

    to industry average may be because of high price as compared to its peers.

    If we see the technical chart the stock was trading at a price which on an average was near to

    its issue price. Thus although being an overvalued stock it was able to gain the confidence of

    investors and has traded at a high price even though the market was showing a slight downturn.

    If we see the last 52 weeks low/high price then we observe that it has traded above the issue

    price and that the investors has well accepted thid overvalued stock as it has strong

    fundamentals, GoI as promoters and the company is paying handsome dividends too.

    7. Jubilant foodworks:

    (Issued: Feb 2010)

    Sector- Miscellaneous

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    About the Company:

    The Company was incorporated on March 16, 1995 under the Companies Act as a

    private limited company under the name Dominos Pizza India Private Limited.

    The Company was converted into a Public Limited company pursuant to a special

    resolution of our shareholders, dated September 14, 1996, following which thename was changed to Dominos Pizza India Limited, and a fresh certificate of

    incorporation was issued consequent to the conversion into a public limited

    company, on December 11, 1996. Subsequently, the name of our Company was

    further changed to its present name Jubilant FoodWorks Limited and a fresh

    certificate of incorporation was issued on September 24, 2009.

    About the Issue :

    Public offer of 22,670,447 equity shares of Rs. 10 each (the "equity shares") for

    cash at a price of Rs. 145 per equity share of Jubilant Foodworks limitedaggregating to Rs. 3,287,214,815. The offer comprises a fresh issue of 4,000,000

    equity shares by the issuer and an offer for sale of 18,670,447 equity shares by the

    India Private Equity Fund (Mauritius) and Indocean Pizza Holding Limited. The

    offer comprises a net offer to the public of 20,403,403 equity shares and a

    reservation of 2,267,044 equity shares for subscription by eligible employees, at

    the offer price. The offer shall constitute 35.63% of the post-offer share capital of

    our company. The net offer shall constitute 32.07% of the post-offer share capital

    of our company. This Offer has been graded by Fitch Ratings India Private Limited

    and has been assigned a grade of 3, indicating average fundamentals.

    Analysis:

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    If we look at the fundamentals of the company it looks average which is also

    evident from the fact that it has been rated 3 out of 5 by the rating agency. From

    the above table it is clear that the fundamental parameters has increased when pre

    and post issue figures are compared.Net worth of the company has increased 5.48

    times which shows the company is flourishing and profit is increasing year on

    year. If we look at the current P/E ratio it is much higher than the Industry average

    of 35.79. But P/E post issue has decreased as EPS has increased about 12 times

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    thus masking the effect of increase in price. The company has never paid any

    dividend still the investors are optimistic about the firm which is reflected in the

    continuous increase of the stock price and high trading volume.

    If we see the technical chart of Jubilant Foodworks Limiited we can make out thatsince the day of listing the stock has been traded at a price above the issue price

    and the trading price has maintained a continuous uptrend.

    Thus we can say that being an overvalued stock it has succeeded in gaining the

    investors confidence and thus traded continuous at prices which is much beyond

    the issue price and even the book value per share of the firm.

    8. JSW Energy:(Issued: Jan 2010)

    Sector- Power Generation

    About the Company:

    The Company was originally incorporated as Jindal Tractebel Power Company

    Limited on March 10, 1994 as a joint venture between JSW Steel Limited and

    Tractebel, S.A., Belgium. The name of the Company was changed to Jindal

    Thermal Power Company Limited on January 17, 2002 after Tractebel, S.A.,

    Belgium sold their holding to JSW group companies and financial institutions. The

    name of the Company was further changed to JSW Energy Limited on December

    7, 2005 and a fresh certificate of incorporation upon change of name was issued by

    the Registrar of Companies, Maharashtra on December 7, 2005. The aforesaid

    changes were made in the name to reflect the changing nature of the business or

    the constitution of the company and to clearly reflect the nature of the business.

    About the Issue :

    Public issue of 269,821,236 equity shares of Rs. 10 each of JSW Energy Limited

    for cash at a price of Rs. 100 per equity share (including a share premium of Rs. 90

    per equity share) for non institutional and QIB bidders and Rs. 95 per equity share

    (including a share premium of Rs. 85 per equity share) for retail individual bidders

    aggregating to Rs. 27,000 million (the issue). The issue will constitute 16.43% of

    the post issue paid-up capital of the company. The face value of equity shares is

    Rs. 10 each. The issue price is Rs. 100 and is 10 times the face value. This Issue

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    has been graded by CARE as CARE IPO Grade 4, indicating above average

    fundamentals through its letter dated September 9, 2009.

    Analysis:

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    If we look at the Fundamentals of the company it looks very strong which is also

    evident from the fact that CARE has graded JSW Energy Ltd. with 4 out of 5.

    From the above table it is clear that the fundamental parameters has increased

    when pre and post issue figures are compared.Net worth of the company hasincreased 2.66 times which shows the company is flourishing and profit is

    increasing year on year. If we look at the current P/E ratio it is much higher (about

    3 times) than the Industry average of 16.79. Very high P/E may be attributed to the

    decrease in EPS of the stock.

    If we see the technical chart of JSW Energy Ltd. we can make out that the stock

    has always been traded at a price higher than the issue price in the last 52 weeks.

    Thus we can say that being an overvalued stock it has succeeded in gaining the

    investors confidence and thus traded continuous at prices which is much beyond

    the issue price and even the book value per share of the firm.

    9. Godrej Properties:

    (Issued: Jan 2010)

    Sector- Real state

    About the Company:

    Our Company was originally incorporated as Sea Breeze Constructions and

    Investments Private Limited on February 8, 1985 by Mr. Mohan Khubchand

    Thakur and Mrs. Desiree Mohan Thakur. In the year 1987, we became a part of the

    Godrej group and in the year 1989 we became a subsidiary of Godrej Industries

    Limited (erstwhile Godrej Soaps Limited). The name of our Company was

    changed to Godrej Properties and Investments Private Limited pursuant to a special

    resolution of the shareholders dated July 2, 1990. In the year 1991, the status of our

    Company was changed to a deemed public company by deletion of the word

    Private from the name of the Company. Subsequently the sta