Zircon Technologies (India) Limited
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DRAFT RED HERRING PROSPECTUS Dated: September 21, 2018 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 ZIRCON TECHNOLOGIES (INDIA) LIMITED Zircon Technologies (India) Limited (our “Company” or the “Company” or the “Issuer”) was incorporated as ‘Zircon Pharma Impex Private Limited’ on February 16, 1999 at Delhi as a private limited company, under the Companies Act, 1956 with a certificate of incorporation granted by the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”). Pursuant to a special resolution passed by our shareholders dated January 3, 2003, the name of our Company was changed to “Zircon Technologies Private Limited’ and a fresh certificate of incorporation was issued by the RoC on January 23, 2003. Subsequently, pursuant to a special resolution passed by our Shareholders dated March 31, 2008, our Company was converted into a public limited company and the name of our Company was changed to ‘Zircon Technologies Limited’ and a fresh certificate of incorporation was issued by the RoC on May 27, 2008. Thereafter, pursuant to a special resolution passed by our shareholders dated June 5, 2008, the name of our Company was changed to ‘Zircon Technologies (India) Limited’ and a fresh certificate of incorporation was issued by the RoC on July 15, 2008. For further details, including details of change in registered office of our Company, see “History and Certain Corporate Matters” on page 144. Registered Office: No. 2B-1226, GD Colony, Mayur Vihar, Phase – III, New Delhi – 110 096; Delhi, India. Telephone: +91 11 2262 5772; Fax: Not available Corporate Office: Khasra No. 1017, 1019, 1021, Camp Road (Behind Selaqui Hotel), Selaqui, Dehradun -248 197, Uttarakhand, India; Telephone: +91 13 5269 8156; Fax: +91 13 5269 8330 Contact Person: Akansha Sharma, Company Secretary and Compliance Officer, Telephone: +91 13 5269 8156; Fax: +91 13 5269 8330 E-mail: [email protected]; Website: www.zircontech.com; Corporate Identity Number: U51397DL1999PLC098428 OUR PROMOTER: SANJEEV SONDHI INITIAL PUBLIC OFFERING OF UP TO 5,900,000 EQUITY SHARES OF FACE VALUE ₹ 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“ISSUE PRICE”), AGGREGATING TO ₹ [●] MILLION (“ISSUE”). THE ISSUE SHALL CONSTITUTE UP TO [●]% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”), AND WILL BE ADVERTISED IN ALL EDITIONS OF ENGLISH NATIONAL NEWSPAPER [●] AND ALL EDITIONS OF HINDI NATIONAL NEWSPAPER [●], (HINDI ALSO BEING THE REGIONAL LANGUAGE OF DELHI WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (“SEBI ICDR REGULATIONS”) AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES. THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change on the websites of the Book Running Lead Manager and at the terminals of the Syndicate Members and by intimation to the Designated Intermediaries. The Issue is being made in terms of Rule 19(2)(b) Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 41 of the SEBI ICDR Regulations. This Issue is being made through the Book Building Process in accordance with Regulation 26(2) of the SEBI ICDR Regulations”, wherein at least 75% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). 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 QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 75% of the Issue cannot be Allotted to QIBs, all the application monies will be refunded/ unblocked forthwith. Further, not more than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All potential Bidders, other than Anchor Investors, are mandatorily required to participate in the Issue 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, see “Issue Procedure” on page 355. 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 ₹ 10 and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLM as stated under “Basis for Issue Price” on page 96) 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 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 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 Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of the Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 17. COMPANY’S 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 this Issue, which is material in the context of this Issue, 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. LISTING The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of this Issue, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 424. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE SYSTEMATIX CORPORATE SERVICES LIMITED LINK INTIME INDIA PRIVATE LIMITED The Capital, A Wing, 603-606, C 101, 1st Floor, 247 Park, 6th Floor, Plot No. C-70, G Block, L.B.S. Marg, Vikhroli (West), Bandra Kurla Complex, Bandra (East), Mumbai 400 083 Mumbai - 400 051, Maharashtra, India. Maharashtra, India. Telephone: +91 22 6704 8000 Telephone: +91 22 4918 6200 Fax: +91 22 6704 8022 Fax: +91 22 4918 6195 E-mail: [email protected] Email: [email protected] Website: www.systematixgroup.in Website: www.linkintime.co.in Investor grievance email: [email protected] Investor grievance email: [email protected] Contact Person: Amit Kumar Contact Person: Shanti Gopalkrishnan SEBI Registration No.: INM000004224 SEBI Registration No.: INR000004058 BID/ ISSUE PERIOD* BID/ ISSUE OPENS ON: [●](1) BID/ISSUE CLOSES ON: [●](2) (1) Our Company may, in consultation with the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations.