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Nandan Exim Limited LETTER OF OFFER (Private and Confidential) For Equity Shareholders of the Company Only NANDAN EXIM LIMITED (Corporate Identity No.: L51909GJ1994PLC022719) [Incorporated on August 9, 1994 under the Companies Act, 1956 as 'Nandan Exim Private Limited' vide Certificate of Incorporation issued by the Registrar of Companies, Gujarat at Ahmedabad. Subsequently converted in to a public limited company vide a fresh certificate of incorporation dated January 16, 2004] Registered Office: Survey No. 198/1, 203/2, Saijpur-Gopalpur, Pirana Road, Piplej, Ahmedabad 382 405 Tel: +91-79-2571 0231-34; Fax: +91-79-2571 1755 (The Registered Office of the Company was originally located at 283, New Cloth Market, Ahmedabad and was shifted to the current address w.e.f. January 17, 2004) Corporate Office: "Chiripal House" Behind Arjun Tower, 132 Ft, Ring Road, Shivranjani Cross Roads, Satellite Road, |Ahmedabad 380 015. Tel: +91-79-2673 4660-2-3; Fax: +91-79-2676 8656; E-mail: [email protected] Website: http://www.chiripalgroup.com Contact Person: Mr. Dakshesh Choksi, Compliance Officer LETTER OF OFFER ISSUE OF 15,18,30,188 EQUITY SHARES OF Re. 1/- EACH FOR CASH AT A PREMIUM OF Rs. 2/- PER EQUITY SHARES i.e. AT A PRICE OF Rs. 3/- PER SHARE ) ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF 1 EQUITY SHARE FOR EVERY 2 EQUITY SHARE HELD ON RECORD DATE AGGREGATING Rs. 4554.90 LACS. THE ISSUE PRICE IS 3 TIMES OF THE CURRENT FACE VALUE OF Re. 1 PER EQUITY SHARE. GENERAL RISKS Investment 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 on page no.vi to xxiii carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities offered in the Issue have not been recommended or approved by Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with regard to Nandan Exim Limited and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material respects 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai (BSE – ‘Designated Stock Exchange’) and The National Stock Exchange of India Limited (NSE). Applications are being made to these stock exchanges for permission to deal in and for official quotation in respect of the equity shares arising out of the present rights issue. The company has received in principle approvals from BSE and NSE vide letters ref. DCS:Pref:JA:IP-RT:653:07-08 dtd.15.06.2007 and NSE:List:49632- dtd.26.06.2007 respectively. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE CANARA BANK Datamatics Financial Software & Services Limited Merchant Banking Division Plot No. A 16 and 17, Part B, Crosslane Marol, Varma Chambers, No.11, Homji Street Andheri (East), Mumbai - 400 093. Fort, Mumbai-400001 SEBI Registration No.: INR000000874 SEBI Regn. No: INM/000002558 UIN MAPIN No: 100006239 AMBI Regn No: AMBI/012 Tel: +91-22-2837 5519-24; Ph: 022-2267 7405/406 Fax: 022-2267 7404 Fax: +91-22-2835 0217 Contact Person : Mr.Vinay Kumar Singh Contact Person: Mr. Dhyanesh Gharote E-Mail: [email protected] Email: [email protected] Website: www.canarabank.com Website: http://www.dfssl.com ISSUE SCHEDULE Issue Opens On Last Date For Receiving Requests Issue Closes On For Split Forms December 29, 2007 January 12, 2008 January 28, 2008 Printed by WPPL : 40317777 TABLE OF CONTENTS SECTION CONTENTS PAGE NO. DEFINITIONS AND ABBREVIATIONS ii I RISK FACTORS vi PART I 1 II INTRODUCTION 1 SUMMARY 1 GENERAL INFORMATION 5 CAPITAL STRUCTURE OF THE COMPANY 9 PARTICULARS OF THE ISSUE 18 BASIS FOR ISSUE PRICE 34 TAX BENEFITS 37 III ABOUT NANDAN EXIM LIMITED (ISSUER COMPANY) 43 INDUSTRY OVERVIEW 43 BUSINESS OVERVIEW 48 HISTORY, AND CORPORATE STRUCTURE OF THE COMPANY 55 MANAGEMENT 58 PROMOTERS/ PRINCIPAL SHAREHOLDERS 70 PART II 73 IV FINANCIAL STATEMENTS 73 STANDALONE FINANCIAL INFORMATION OF THE ISSUER COMPANY 73 FINANCIAL INFORMATION OF THE GROUP COMPANIES 107 MANAGEMENT’S DISCUSSION AND ANALYSIS 126 V LEGAL AND OTHER INFORMATION 134 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 134 STATUTORY APPROVALS AND LICENCES 163 VI OTHER REGULATORY AND STATUTORY DECLARATIONS 168 AUTHORITY FOR THE ISSUE 168 PROHIBITION BY SEBI 168 ELIGIBILITY FOR THE ISSUE 168 DISCLAIMER CLAUSE 168 FILING 170 LISTING 170 EXPENSES OF THE ISSUE 171 STOCK MARKET DATA 175 INVESTORS’ GRIVANCE REDRESSAL SYSTEM 176 VII OFFERING INFORMATION 179 TERMS OF THE ISSUE 179 VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 195 OTHER INFORMATION 217 IX MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 217 PART III 218 DECLARATION 218 DEFINITIONS AND ABBREVIATIONS Conventional / General Terms Act The Companies Act, 1956 and amendments thereto AGM Annual General Meeting AS Accounting Standards as issued by the Institute of Chartered Accountants of India CAGR Compound Annual Growth Rate CY Calendar Year D/E Ratio Debt Equity Ratio DTY Draw Twisted Yarn EGM Extra-ordinary General Meeting EPS Earnings Per Share FDI Foreign Direct Investment FDY Fully Drawn Yarn FY/Financial Year/Fiscal Year The twelve months ended March 31st of a particular year, unless otherwise stated. GDP Gross Domestic Product GIR Number General Index Registry Number GoG Government of the State of Gujarat GoI Government of India HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IT Act Income Tax Act, 1961 and amendments thereto LC Letters of Credit MOU Memorandum of Understanding NAV Net Assets Value being paid Equity Share Capital plus free reserves (excluding reserves created out of revaluation) less deferred expenditure not written off) and debit balance of profit and loss account, divided by number of issued equity shares NEL Nandan Exim Ltd OE Open End P/E Ratio Price/ Earnings Ratio PAN Permanent Account Number PAT Profit After Tax PBDT Profit Before Depreciation and Tax PBIDT Profit Before Interest, Depreciation and Tax PBT Profit Before Tax POY Partially Oriented Yarn ROI Return on Investment RONW Return on NetWorth Security Certificate Equity Share Certificate Security(ies) Equity Share(s) USD/US$/$ United States Dollar WTO World Trade Organisation Issue Related Terms Articles Articles of Association of Nandan Exim Limited Auditors The Statutory Auditors of the Company: M/s. J.T. Shah & Co., Chartered Accountants, Ahmedabad Bankers to the Issue Industrial Development Bank of India and Canara Bank. (The Banks in whom the Bank Account for Rights Issue will be opened and which act as such, in terms of this Letter of Offer) Board Board of Directors of Nandan Exim Limited BSE / Designated Stock Bombay Stock Exchange Limited, Mumbai Exchange CAF Composite Application Form Compliance Officer Compliance Officer of the Company for the Rights Issue being Mr. Dakshesh Choksi, Nandan Exim Limited Director(s) Directors on the Board of Nandan Exim Limited Equity Shareholders Equity Shareholders of the Company whose names appear as: - Beneficial Owners as per the list furnished by the depositories in respect of Equity Shares held in electronic form and - On the Register of Members of the Company in respect of the Equity Shares held in physical form ii Nandan Exim Limited Equity Shares Equity Shares of the Company of Re. 1/- each Face Value Face Value of Equity Shares of the Company being Re. 1/- each FFSIL/ Lead Manager/ LM Lead Manager to the Issue i.e. Canara Bank Issue / Rights Issue The issue of 15,18,30,188 Equity Shares of Re. 1/- each for cash at a premium of Rs. 2/- (Issue Price Rs. 3/- per Equity Share on rights basis to existing Equity Shareholders of the Company in the ratio of 1 ( ONE ) Equity Share for every 2 ( TWO ) Equity Shares held on Record Date i.e. December 19, 2007 aggregating Rs. 4554.90 lacs as per this Letter of Offer Issue Opening Date The date on which the issue opens for subscription – December 29, 2007 Issue Closing Date The date on which the issue closes for subscription – January 28, 2008 Issue Period The period between the Issue Opening Date and Issue Closing Date and includes both these dates Issue Price The price at which the equity shares will be issued by the Company under this Letter of Offer Issuer / Company / NEL Nandan Exim Limited Letter of Offer /LOF/ Offer This Letter of Offer circulated to the Equity Shareholders and filed with the Stock Document Exchanges containing inter alia the Issue price and the number of equity shares to be issued, issue price and other incidental information Memorandum Memorandum of Association of Nandan Exim Limited NSE National Stock Exchange of India Limited Promoter(s) Promoters shall have the same meaning as ascribed to it under the SEBI Guidelines and which has been particularly detailed in the disclosure in this Letter of Offer Record Date December 19, 2007 Registered Office of the Registered Office of the Company situated at Survey No.
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