|Allsec Technologies Limited (`Allsec' or the `Company') was incorporated on August 24, 1998 as a limited company under the Companies Act, 1956. The Company is engaged in the business of providing IT enabled services. The services provided by the Company include data verification, processing of orders received through telephone calls, telemarketing, monitoring quality of calls of other call centers, customer services and HR and payroll processing for domestic companies. The Company has also invested in a wholly owned
subsidiary in USA for the purpose of carrying out marketing activities for the Company
The Company was incorporated on August 24, 1998 under the Companies Act, 1956 and was issued Certificate for Commencement of Business on October 16, 1998. The registration number assigned to the Company on incorporation is 18-41033 of 1998.
Main Objects of the Company
1. To design, develop, market and implement computer software packages for clients in India and abroad and to acquire the necessary equipments - hardware and software and related know-how, locally or from overseas.
2. To offer and undertake professional services in India and abroad in the areas of management, computer and information technology and communication services, database services, internet and intranet services including consultancy, system study and analysis, recruitment, training, placements, information processing, maintenance and ail other services arising out of technological advancements in these areas.
3. To buy, sell, market, lease or deal in all manner computer hardware, software, peripherals, communication equipments, computer accessories, training materials, components, spare parts and other electronic items in India and abroad, including internet and intranet systems,
satellites and the like and such other products arising out of technological advancements in these areas.
4. To engage in research and development activities relating to management, computer and information technology areas.
Changes in Memorandum of Association
The main objects clause and the objects incidental or ancillary to the main objects of our Memorandum of Association enable us to undertake our existing activities and the activities for which the funds are being raised through this Issue.
Since our incorporation, the following changes have been made to our Memorandum of Association (MOA):
Date of shareholder approval Changes
EGM dated March 20, 2000 Increase in authorized share capital and amendment to MOA
EGM dated August 31, 2000 Increase in authorized share capital and amendment to MOA
EGM dated April 3, 2002 Increase in authorized share capital and amendment to MOA
EGM dated January 14,2005 Increase in authorized share capital and amendment to MOA
The details of the capital raised by the Company are given in the section titled "Capita! Structure" on page 18 of this Red Herring Prospectus.
History and Major Events
The chronology of events since the Company was incorporated in August
24, 1998 is as follows:
Year Key Events, Milestones and Achievements
August 1998 Incorporation of the Company
February - July 2000 Setting up of 100 seat facility at R. A. Puram, Chennai.
September 2000 First round of venture capital funding from IDBI
September 2000 Incorporation of Allsectech Inc., our 100% owned subsidiary in USA
November 2000 Contracted with our first client
January 2001 Commercial outsourcing operation started at R. A. Puram facility
February 2001 Entered into outsourcing contract with CompuCredit
March 2001 onwards Started operation for CompuCredit processes
August 2001 Setting up of TNPL Facility
October 2001 onwards Commencement of processes in TNPL Facility
March 2002 Second round of funding
March - August 2002 Expansion of R. A. Puram facility from 100 seats to 150 seats completed and facility was operational immediately
April 2002 Setting up of 400 seats at Velachery, Chennai.
September 2002 Commencement of quality assurance pilot for a Fortune 100 PC manufacturing company
January 2003 Ramp up of quality assurance Process
January 2003 Received ISO 9001:2000 certification
November 2003 Strategic alliance with CompuCredit
December 2003 HR payroll processing for a global IT consulting company, India
March 2004 First technical support process started
January 2005 Revised strategic agreement with CompuCredit.
The Company along with our Promoters (Mr. A. Saravanan and Mr. R. Jagadish), Euronet LLC (El) and Kotak Mahindra Venture Capital Fund (KMVCF, through its trustee Kotak Mahindra Private Equity Trustee Limited) entered into a Subscription Cum Shareholders Agreement (SSA) on April 8, 2002. Pursuant to this SSA, 55,000 Equity Shares and 1,332,250 Cumulative Convertible Preference Shares (CCPS) were allotted to El and KMVCF for a total subscription amount of Rs. 134,875,000 (in two equal tranches). The SSA governs the rights and obligations of the parties, inter alia prescribing the basis for conversion of the CCPS, conditions precedent, representations and warranties, creation of a Management Stock Option Plan (MSOP), procurement of term debt facilities, pre-emptive rights of El and KMVCF (including a Right of First Refusal, Tag Along Rights, Drag Along Rights and buyback options), rights to nominate Directors on the Board and certain Committees, corporate actions requiring the affirmative vote of El and KMVCF and other operational issues. The aforesaid provisions of this SSA will no longer be valid and shall automatically terminate upon the completion of this Issue.
-Allsec Technologies acquires Bangalore-based B2K Corporation
-Allsec Technologies Limited has informed that Mr.Dilipkumar B Patel, company's Director has resigned from the Board of Directors of the Company and his resignation was recorded by the Board in its meeting held on October 19,2006.
-Allsec Technologies Ltd has has appointed Mr. Mahesh Parasuraman the nominee of the Investor M/s. First Carlyle Ventures Mauritius as additional director of the Company.
-Allsec Technologies has appointed Mr. A. Mohan Kumar as Company Secretary and Compliance Officer of the Company.
-Mr. K. Narasimhan has been appointed as the Chief Financial Officer (CFO) of the Company.
-Mr. Manish Gaur has been nominated as a Director on the Board of the Company
- Mr. A. Saravanan & Mr. R. Jagadish have been reappointed as Whole Time Directors of the Company
- Appointed Mr. Krishnakumar Srinivasan as Additional Director of the Company.
- Mr. S. Prem Kumar has been appointed as an Additional Director and designated as Non Executive Independent Director of the Company.
- Appointment of Mr. T. Anantha Narayanan, Director as Chairman of the Company.