Shree Pushkar Chemicals & Fertilisers Limited
Total Page:16
File Type:pdf, Size:1020Kb
PROSPECTUS August 29, 2015 Please read Section 32 of the Companies Act, 2013 Book Building Issue SHREE PUSHKAR CHEMICALS & FERTILISERS LIMITED Our Company was incorporated as ‘Shree Pushkar Petro Products Limited’ a public limited company under the Companies Act, 1956 pursuant to a Certificate of Incorporation dated March 29, 1993 bearing registration number 11-71376 of 1993 and certificate of commencement of business on August 3,1993 issued by the Registrar of Companies, Maharashtra, Mumbai. The name of our Company was changed to ‘Shree Pushkar Chemicals & Fertilisers Limited’ pursuant to fresh certificate of incorporation consequent upon change of name dated March 5, 2012 issued by the Registrar of Companies, Maharashtra, Mumbai. Our corporate identification number is U24100MH1993PLC071376. For further details of our Company, please refer to the chapters titled ‘General Information’ and ‘History and Certain Corporate Matters’ beginning on page numbers 41 and 124, respectively. Registered and Corporate Office: 202, A Wing, Building No. 3, Rahul Mittal Industrial Estate, Sir M.V. Road, Andheri (East), Mumbai – 400 059, Maharashtra Tel. No.: +91 22 4270 2525; Fax No.: +91 22 2850 4242; Company Secretary and Compliance Officer: Kishan Bhargav; Email: [email protected]; Website: www.shreepushkar.com OUR PROMOTERS: PUNIT MAKHARIA AND GAUTAM MAKHARIA PUBLIC ISSUE OF 1,07,69,200 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF SHREE PUSHKAR CHEMICALS & FERTILISERS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` 65/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` 55/- PER EQUITY SHARE) AGGREGATING UPTO ` 700 MILLION CONSISTING OF A FRESH ISSUE OF 87,42,611 EQUITY SHARES AGGREGATING UPTO ` 568.27 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UPTO 20,26,589 EQUITY SHARES BY THE SELLING SHAREHOLDER (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) AGGREGATING UP TO ` 131.73 MILLION (THE “OFFER FOR SALE” AND THE “FRESH ISSUE” ARE TOGETHER REFERRED TO AS, THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 35.64% OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. ISSUE PRICE: ` 65/- PER EQUITY SHARE OF FACE VALUE OF ` 10 EACH. THE ISSUE PRICE IS 6.5 TIMES OF THE FACE VALUE In case of any revision to the Price Band, the Bid/Issue Period will be extended for a minimum period of three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding ten Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) by issuing a press release, and also by indicating the change on the website of the BRLM and at the terminals of the Syndicate Member and by intimation to Self Certified Syndicate Banks (“SCSBs”) and Registered Brokers. In terms of Rule 19(2)(b)(i) of the SCRR and under the SEBI Regulations, the Issue is being made in accordance with Regulation 26(1) of the SEBI Regulations, through the Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to QIB Bidders. 5% of the QIB 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, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. Under-subscription, if any, in any category other than QIB portion, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company and the Selling Shareholder, in consultation with the BRLM and the Designated Stock Exchange. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is `10. The Issue Price is 6.5 times of the face value. The Issue Price (as determined and justified by our Company and the Selling Shareholder in consultation with the BRLM) as stated in the chapter titled “Basis for the Issue Price” beginning on page number 80 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 and/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 the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the section titled “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 offered in the Issue 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 Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page number 13. COMPANY’S AND SELLING SHAREHOLDER’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. Further, the Selling Shareholder accepts that this Prospectus contains all information about it as the Selling Shareholder in the context of the Offer for Sale and assumes responsibility only for statements in relation to the Selling Shareholder included in this Prospectus. LISTING The Equity Shares offered and issued through the Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received ‘in-principle’ approvals from NSE and BSE for the listing of the Equity Shares pursuant to the letters dated November 21, 2014 and December 9, 2014, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. BOOK RUNNING LEAD MANAGER REGISTAR TO THE ISSUE KEYNOTE CORPORATE SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED The Ruby, 9th Floor, E – 2 & 3, Ansa Industrial Estate, Senapati Bapat Marg, Dadar (W), Saki – Vihar Road, Sakinaka, Andheri (East), Mumbai - 400 028, Maharashtra Mumbai – 400 072, Maharashtra Tel: +91-22-3026 6000 Tel: +91-022-4043 0200 Fax: +91-022-3026 6088 Fax: +91-022-2847 5207 Website: www.keynoteindia.net Website: www.bigshareonline.com Email: [email protected] Email: [email protected] Contact Person: Janardhan Wagle Contact Person: Ashok Shetty SEBI Registration No: INM 000003606 SEBI Registration No: INR000001385 BID / ISSUE PROGRAMME BID / ISSUE OPENED ON TUESDAY, AUGUST 25, 2015 BID / ISSUE CLOSED ON THURSDAY, AUGUST 27, 2015 Shree Pushkar Chemicals & Fertilisers Limited INDEX SECTION I – GENERAL ....................................................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS ................................................................................................................................... 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................................................ 11 FORWARD LOOKING STATEMENTS ................................................................................................................................... 12 SECTION II - RISK FACTORS .......................................................................................................................... 13 SECTION III – INTRODUCTION ...................................................................................................................... 32 SUMMARY OF OUR INDUSTRY ............................................................................................................................................ 32 SUMMARY OF OUR BUSINESS ............................................................................................................................................. 34 SUMMARY OF OUR FINANCIAL INFORMATION ............................................................................................................. 37 THE ISSUE .................................................................................................................................................................................. 40 GENERAL INFORMATION .....................................................................................................................................................