Prospectus Dated August 12, 2020 Please Read Section 26 of the Companies Act, 2013 Fixed Price Issue
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Prospectus Dated August 12, 2020 Please read Section 26 of the Companies Act, 2013 Fixed Price Issue TREKKINGTOES.COM LIMITED CIN: U63010RJ2012PLC040995 Our Company was incorporated as “Fylfot Comtech Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated December 13, 2012 bearing Registration No. 040995 issued by the Registrar of Companies, Rajasthan. Further, pursuant to change in object of our Company, the name of our Company was changed to “Trekkingtoes.com Private Limited” vide Special resolution dated October 01, 2014. A certificate confirming alteration of object clause consequent to change in object was issued to our company by the Registrar of Companies, Rajasthan on October 27, 2014 and a fresh certificate of incorporation consequent to name change was issued to our Company by the Registrar of Companies, Rajasthan on November 10, 2014. Subsequently, our Company was converted into a Public Limited Company and the name of our Company was changed to “Trekkingtoes.com Limited” vide Special Resolution dated May 06, 2020. A fresh certificate of incorporation consequent to conversion into public limited company was issued to our Company by the Registrar of Companies, Rajasthan on May 11, 2020. The Company’s Corporate Identity Number is U63010RJ2012PLC040995. For further details pertaining to the change of name of our Company, please refer the chapter “History and Certain Corporate Matters” beginning on Page No. 81 of this Prospectus. Registered Office: 236, Mahaveer Nagar 1st, Durgapura, Tonk Road, Jaipur, Rajasthan – 302 018. Corporate Office: J-2, Seema Sandesh, 3rd Floor, Jhalana Institutional Area, Jaipur, Rajasthan – 302 004. Tel No.:+91-96104-49969 / 77278-88501; Email: [email protected]; Website: www.hippocabs.com Contact Person: Mrs. Annu Sharma, Company Secretary and Compliance Officer. Our Promoters: Mr. Sahil Agrawal and Mr. Sagar Agrawal THE ISSUE PUBLIC ISSUE OF 4,33,200 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) OF TREKKINGTOES.COM LIMITED (“TTL” OR THE “COMPANY”) FOR CASH AT A PRICE OF RS. 105/- PER SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. 454.86 LACS (“THE ISSUE”), OF WHICH 22,800 EQUITY SHARES OF RS. 10/- EACH 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 4,10,400 EQUITY SHARES OF RS. 10/- EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.04% AND 25.61%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS RS. 10 AND THE ISSUE PRICE IS 10.5 TIMES OF THE FACE VALUE In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. This Issue is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum 50% of the Net Issue is allocated for Retail Individual Applicants and the balance shall be offered to individual applicants other than Retail Individual Applicants and other investors including corporate bodies or institutions, QIBs and Non-Institutional Applicants. However, if the aggregate demand from the Retail Individual Applicants is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-versa subject to valid Applications being received from them at or above the Issue Price. Additionally, if the Retail Individual Applicants category is entitled to more than fifty per cent on proportionate basis, the Retail Individual Applicants shall be allocated that higher percentage. All potential investors shall participate in the issue only through and Application Supported by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by providing details of the irrespective bank accounts and/or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention invited to chapter titled “Issue Procedure” beginning on page no. 133 of this Prospectus. A copy will be delivered for registration to the Registrar of Companies as required under Section 26 of the Companies Act, 2013. RISK IN RELATION TO THE FIRST ISSUE 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 Rs.10/- each and the Issue Price is 10.5 times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under chapter titled “Basis for Issue Price” beginning on Page No. 57 of this Prospectus 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 Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the Issue. 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 in the Issue have not been recommended or approved by the Securities and Exchange Board sof India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to chapter titled “Risk Factors” beginning on Page No. 18 of this Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 Prospectus are proposed to be listed on BSE Startups Platform of BSE Limited (“BSE”). Our Company has received an In-Principal Approval letter dated August 12, 2020 from BSE for using its name in this offer document for listing our shares on the BSE Startups Platform of BSE Limited. For the purpose of this Issue, the Designated Stock Exchange will be the BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE FAST TRACK FINSEC PRIVATE LIMITED KFIN TECHNOLOGIES PRIVATE LIMITED B-502, Statesman House, Selenium Tower-B, Plot No. 31-32, Gachibowli, Financial District, 148, Barakhambha Road, Nanakramguda, Serilingampally, Hyderabad, Telangana – 500 032. New Delhi – 110 001 Tel. No.: +91-40-6716-2222 Tel No.:+91 – 11 – 4141 1600 Fax No.: +91-40-2343-1551 Email: [email protected] Email: [email protected] Website: www.ftfinsec.com Website: www.kfintech.com Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] Contact Person: Mr. Pawan Kumar Mahur Contact Person: M Murali Krishna SEBI Registration No. INM000012500 SEBI Registration No.: INR000000221 ISSUE OPENS ON ISSUE CLOSES ON TUESDAY, AUGUST 18, 2020 THURSDAY, AUGUST 20, 2020 (This page is intentionally left blank) SECTION I – GENERAL ........................................................................................................................................ 1 DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 1 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........... 12 FORWARD-LOOKING STATEMENTS............................................................................................................. 13 SECTION II - SUMMARY OF THE OFFER DOCUMENT ............................................................................... 14 SECTION III – RISK FACTORS ......................................................................................................................... 18 SECTION IV – INTRODUCTION ....................................................................................................................... 32 THE ISSUE ......................................................................................................................................................... 32 SUMMARY OF FINANCIAL INFORMATION ................................................................................................. 33 GENERAL INFORMATION .............................................................................................................................. 36 CAPITAL STRUCTURE..................................................................................................................................... 44 OBJECTS OF THE ISSUE .................................................................................................................................