khadim india limited - bombay stock exchange ??, khadim india limited, a company incorporated under...
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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: email@example.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
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.
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.
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