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Draft Prospectus Dated: January 27, 2021 (This Draft Prospectus will be updated upon filing with the ROC) Please read section 26 of the Companies Act, 2013 Fixed Price Issue RANGOLI TRADECOMM LIMITED Our Company was originally incorporated as “Rangoli Tradecomm Private Limited” at Kolkata, West Bengal as a Private Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated July 30, 2009 bearing Corporate Identification Number U51909WB2009PTC137310 issued by Registrar of Companies, West Bengal. Subsequently, our Company was converted into a Public Limited Company pursuant to special resolution passed by the shareholders at the Extraordinary General Meeting held on September 24, 2020 and consequent upon conversion the name of our company was changed to Rangoli Tradecomm Limited vide a fresh certificate of incorporation dated November 09, 2020 bearing Corporate Identification Number U51909WB2009PLC137310 issued by Registrar of Companies, Kolkata. For details of incorporation, change of name and registered office of our Company, please refer to the chapter titled “General Information” and “History and Corporate Structure” beginning on page 46 and 101 respectively of this Draft Prospectus. Registered Office: 2nd Floor, FL 2A, 12 Pathak Para Road, LP-7/17/0, Kolkata 700060, West Bengal, India. | Tel No: 02249712096 | Email: [email protected] Website: www.key2elements.com | Contact Person: Bharat Gangani, Company Secretary & Compliance Officer OUR PROMOTERS: GANADHIP WHOLESELLER PRIVATE LIMITED, USHIK GALA AND SUMIT PAL SINGH THE ISSUE INITIAL PUBLIC ISSUE OF UP TO 22,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- EACH (“EQUITY SHARES”) OF RANGOLI TRADECOMM LIMITED (“THE COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (THE “ISSUE PRICE”), (INCLUDING A PREMUIM OF ₹ [●] PER EQUITY SHARE), AGGREGATING ₹ [●] LAKHS (“THE ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- FOR CASH AT A PRICE OF ₹ [●] EACH AGGREGATING ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 10.00 EACH FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE, AGGREGATING TO ₹ [●] LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●] % AND [●] % RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹. 10.00 EACH AND THE ISSUE PRICE IS [●] TIMES OF THE FACE VALUE THIS ISSUE IS BEING MADE THROUGH FIXED PRICE PROCESS, IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (THE "SEBI (ICDR) REGULATIONS"), AS AMENDED AND RULE 19(2)(b)(i) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED, THIS IS AN ISSUE FOR AT LEAST 25% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO CHAPTER TITLED "ISSUE PROCEDURE" BEGINNING ON PAGE 204 OF THIS DRAFT PROSPECTUS. A copy of the Prospectus will be delivered to the Registrar of Companies for filing as required under Section 26 of the Companies Act, 2013 All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account and UPI ID in case of RII’s, if applicable, in which the application amount shall be blocked by the Self-Certified Syndicate Banks (“SCSBs”) or under UPI Mechanism as the case may be. For details in this regard, specific attention is invited to chapter titled "Issue Procedure" on page 204 of this Draft Prospectus. RISK IN RELATION TO THE FIRST ISSUE This being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is ₹ 10 per Equity Shares and the Issue price is [●] per Equity Share, is [●] times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager) as stated in the chapter titled on “Basis for Issue Price” beginning on page 70 of this Draft Prospectus should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of our Company 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 this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 23 of this Draft Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Draft Prospectus are proposed to be listed on the SME Platform of BSE Limited (‘BSE SME’), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In principal approval letter dated [●] from BSE SME for using its name in this offer document for listing of our shares on the BSE SME. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE FEDEX SECURITIES PRIVATE LIMITED Bigshare Services Private Limited B 7, 3rd Floor, Jay Chambers, Dayaldas Road, Vile Parle 1ST Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana (East), Mumbai - 400 057, Maharashtra, India Road, Marol, Andheri East, Mumbai -400 059, Maharashtra, India Tel No.: +91 81049 85249 Tel.No: +91 22 62638200 Fax No.: 022 2618 6966 Fax No: +91 2262638299 E-mail: [email protected] E-mail Id: [email protected] Website: www.fedsec.in Website: www.bigshareonline.com Contact Person: Rinkesh Saraiya Contact Person:. Arvind Tandel SEBI Registration Number: INM000010163 SEBI Registration No: INR000001385 Investor Grievance E-Mail: [email protected] ISSUE PROGRAMME ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●] Contents SECTION I – GENERAL ............................................................................................................................................. 2 CONVENTIONAL AND ABBREVIATIONS ....................................................................................................................... 2 FORWARD-LOOKING STATEMENTS .......................................................................................................................... 13 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................................................... 15 SUMMARY OF OFFER DOCUMENT............................................................................................................................ 17 SECTION II - RISK FACTORS ................................................................................................................................... 23 SECTION III – INTRODUCTION .............................................................................................................................. 39 THE ISSUE .................................................................................................................................................................. 39 SUMMARY OF FINANCIAL INFORMATION ................................................................................................................ 41 GENERAL INFORMATION .......................................................................................................................................... 46 CAPITAL STRUCTURE ................................................................................................................................................. 53 SECTION IV – PARTICULARS OF THE ISSUE ........................................................................................................... 64 OBJECTS OF THE ISSUE .............................................................................................................................................. 64 BASIS FOR ISSUE PRICE ............................................................................................................................................. 70 STATEMENT OF TAX BENEFITS .................................................................................................................................
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