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  • DRAFT RED HERRING PROSPECTUS

    Dated June 30, 2017 Please read Section 32 of the Companies Act, 2013

    (The Draft Red Herring Prospectus will be updated upon filing with the RoC)

    Book Built Issue

    KHADIM INDIA LIMITED

    Our Company was originally incorporated as S.N. Footwear Industries Private Limited under the provisions of the Companies Act, 1956 pursuant to a certificate of incorporation dated December 3, 1981 issued by the

    Registrar of Companies, West Bengal at Kolkata (RoC). The name of our Company was changed to Khadim Chain Stores Private Limited pursuant to a fresh certificate of incorporation dated April 17, 1998. The

    name of our Company was further changed to Khadim Chain Stores Limited, on conversion into a public limited company, pursuant to a fresh certificate of incorporation dated June 24, 2005. Subsequently, the name

    of the Company was further changed to Khadim India Limited, pursuant to a fresh certificate of incorporation dated August 26, 2005. For further details of change in the name and Registered and Corporate Office of

    our Company, please see the section entitled History and Certain Corporate Matters on page 120.

    Registered and Corporate Office: Kankaria Estate, 5th Floor, 6, Little Russell Street, Kolkata 700 071

    Contact Person: Abhijit Dan, Company Secretary and Compliance Officer; Tel: +91 33 4009 0501; Fax: +91 33 4009 0500; E-mail: compliance@khadims.com; Website: www.khadims.com

    Corporate Identity Number: U19129WB1981PLC034337

    OUR PROMOTERS: SIDDHARTHA ROY BURMAN AND KNIGHTSVILLE PRIVATE LIMITED

    INITIAL PUBLIC OFFERING OF UP TO [] EQUITY SHARES OF FACE VALUE OF 10 EACH (EQUITY SHARES) OF KHADIM INDIA LIMITED (OUR COMPANY OR THE ISSUER)

    FOR CASH AT A PRICE OF [] PER EQUITY SHARE (OFFER PRICE) AGGREGATING UP TO [] MILLION, COMPRISING A FRESH ISSUE OF UP TO [] EQUITY SHARES

    AGGREGATING UP TO 500 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 6,574,093 EQUITY SHARES AGGREGATING UP TO [] MILLION, COMPRISING AN OFFER FOR SALE OF UP TO 722,000 EQUITY SHARES BY SIDDHARTHA ROY BURMAN (THE PROMOTER SELLING SHAREHOLDER) AND 5,852,093 EQUITY SHARES BY FAIRWINDS

    TRUSTEES SERVICES PRIVATE LIMITED, ACTING IN ITS CAPACITY AS THE TRUSTEE TO RELIANCE ALTERNATIVE INVESTMENTS FUND PRIVATE EQUITY SCHEME I (THE

    INVESTOR SELLING SHAREHOLDER) (THE INVESTOR SELLING SHAREHOLDER AND THE PROMOTER SELLING SHAREHOLDER ARE COLLECTIVELY, THE SELLING

    SHAREHOLDERS) (THE OFFER FOR SALE, TOGETHER WITH THE FRESH ISSUE, THE OFFER). THE OFFER WILL CONSTITUTE []% OF OUR POST-OFFER PAID-UP EQUITY

    SHARE CAPITAL.

    THE FACE VALUE OF EACH EQUITY SHARE IS 10 EACH. THE OFFER PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARES. OUR COMPANY AND THE INVESTOR SELLING

    SHAREHOLDER MAY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (BRLMS), OFFER A DISCOUNT OF UP TO []% (EQUIVALENT TO []) ON THE OFFER PRICE TO RETAIL INDIVIDUAL BIDDERS (RETAIL DISCOUNT). THE PRICE BAND, THE RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY

    AND THE INVESTOR SELLING SHAREHOLDER IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN [] EDITIONS OF [] (A WIDELY CIRCULATED ENGLISH

    NATIONAL DAILY NEWSPAPER) AND [] EDITIONS OF [] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [] EDITION OF [] (A WIDELY CIRCULATED

    BENGALI DAILY NEWSPAPER, BENGALI BEING THE REGIONAL LANGUAGE OF WEST BENGAL WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS

    PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (BSE) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE,

    TOGETHER WITH BSE, THE STOCK EXCHANGES) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.

    In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the total Bid/ Offer Period not exceeding 10

    Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the

    change on the website of the BRLMs and at the terminals of the Syndicate Members.

    In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), this is an Offer for at least 25% of the post-Offer paid-up Equity Share capital of our Company. The Offer is

    being made through the Book Building Process in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the

    SEBI Regulations) wherein 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (the QIB Portion), provided that our Company and the Investor

    Selling Shareholder in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic

    Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available

    for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including

    Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less

    than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other

    than Anchor Investors, are mandatorily required to participate in the Offer through an Application Supported by Blocked Amount (ASBA) process by providing details of their respective bank account which will be

    blocked by the Self Certified Syndicate Banks (SCSBs). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, please see the section entitled Offer

    Procedure on page 267.

    RISK IN RELATION TO THE FIRST OFFER

    This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 10 and the Floor Price is [] times the face value and the Cap Price is [] times the face value. The Offer Price (determined and justified by our Company and Investor Selling Shareholder in consultation with the BRLMs as stated under the section entitled Basis for

    Offer Price on page 79) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity

    Shares or regarding the price at which the Equity Shares will be traded after listing.

    GENERAL RISKS

    Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are

    advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the

    risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of

    this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section entitled Risk Factors on page 14.

    ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY

    Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material

    in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions

    expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or

    intentions misleading in any material respect. Further, the Selling Shareholders severally accept responsibility that this Draft Red Herring Prospectus contains all information about them as Selling Shareholders in the

    context of the Offer for Sale and further severally assume responsibility for statements in relation to them included in this Draft Red Herring Prospectus and the Equity Shares offered by them in the Offer and that such

    statements are true and correct in all material respects and not misleading in any material respect.

    LISTING

    The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing of the

    Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be []. A copy of the Red Herring Prospectus and the Prospectus shall be delivered

    for regi

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