GENERA AGRI CORP LIMITED Our Company Was Originally Incorporated on October 28, 1992 As “Anand Lakshmi Finance Private Limited” in the State of Andhra Pradesh
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DRAFT RED HERRING PROSPECTUS Please Read Section 60B of the Companies Act, 1956 Dated September 26, 2011 (This Draft Red Herring Prospectus will be updated upon filing with RoC) Book Building Issue GENERA AGRI CORP LIMITED Our Company was originally incorporated on October 28, 1992 as “Anand Lakshmi Finance Private Limited” in the state of Andhra Pradesh. The status of our Company was changed to a public limited company by a special resolution of the members passed at an EGM held on February 27, 1994. The fresh Certificate of Incorporation consequent to change of status from Private to Public was obtained on April 18, 1994 from the Registrar of Companies, Andhra Pradesh. The name of our Company was later changed to “Genera Industries Limited” with effect from August 11, 2005 and again changed to “Genera Agri Corp Limited” w.e.f. April 29, 2011. Our Company’s corporate identification number as allotted by the Registrar of Companies, Andhra Pradesh is L01403AP1992PLC014945. For change in name and registered office of our Company, please refer “History and Certain Corporate Matters” beginning on page 88 of this Draft Red Herring Prospectus. Registered Office: H. No. 8-2-293, Block III, Road No. 82, Plot No. 382, Film Nagar, Jubilee Hills, Hyderabad – 500 033, Andhra Pradesh, India Company Secretary and Compliance Officer:Ms. Khusboo Laxmi Bhagat Tel.: +91-40-6722 9000; Fax: +91-40-2354 7720; Email: [email protected]; Website: www.genera.in PROMOTERS OF OUR COMPANY: MR. RAJESH NAIDU MUNIRATHNAM AND MRS. KALPANA RAJ MUNIRATHNAM THE ISSUE OF [●] EQUITY SHARES OF `10/- EACH OF GENERA AGRI CORP LIMITED (“GACL” OR THE “COMPANY” OR THE “ISSUER” FOR CASH AT A PRICE OF `[●]/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) AGGREGATING TO `9,800 LAKHS (THE “ISSUE”). THIS ISSUE WOULD CONSTITUTE [●] % OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS `10 EACH THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND ADVERTISED BY OUR COMPANY ATLEAST ONE WORKING DAY PRIOR TO THE BID/ISSUE OPENING DATE. In case of revision in the Price Band, the Bidding/Issue Period will be extended for at least three additional working days, subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and the Madras Stock Exchange Limited (“MSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLM”) and at the terminals of the Members of the Syndicate. The Issue is being made under sub-regulation 1 of Regulation 26 of the SEBI(Issue of Capital and Disclosure Requirement)Regulations, 2009 and through the Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remaining 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 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 on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. All potential non-retail investors shall participate in this Issue through an Application Supported by Blocked Amount (“ASBA”) process. Retail investors participating in this issue may also utilise the ASBA process to submit their bids. For further details refer to the chapter titled “Issue Procedure” beginning on page 157 of this Draft Red Herring Prospectus. GENERAL RISK 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 Issue. For taking an investment decision, investors must rely on their own examination of the 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 this Draft Red Herring Prospectus. Specific attention of the investors is invited to the chapter titled “Risk Factors” beginning on page 10 of this Draft Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The 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 the 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 of our Company are presently listed on the MSE. The Equity Shares offered pursuant to this Draft Red Herring Prospectus are proposed to be listed on the BSE in addition to MSE. Our Company has received the in-principle approvals from BSE and MSE vide their letters dated [●] and [●] respectively. BSE is the Designated Stock Exchange for this Issue. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE BOB Capital Markets Limited Bigshare Services Private Limited 3rd Floor, South Wing, UTI Tower, Gn Block, E-2, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Bandra Kurla Complex, Bandra - East, Mumbai - 400 051, Andheri - East, Mumbai - 400 072, Maharashtra, India. Maharashtra, India. Tel: +91-22-6138 9300 Tel: +91-22-4043 0200 Fax: +91-22-6671 8535 Fax: +91-22-2847 5207 E-mail: [email protected] E-mail: [email protected] Website: www.bobcaps.in Website: www.bigshareonline.com Contact Person: Mr. Amit Porwal/ Mr. Harshal Desai Contact Person: Mr. Vishant Naik SEBI Registration No: INM 000009926# SEBI Registration No: INR000001385 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES FOR QIB BIDDERS ON [●]* BID/ISSUE CLOSES FOR NON-QIB BIDDERS ON [●] * Our Company in consultation with Book Running Lead Manager may decide to close the Bidding/Issue Period for QIBs one working day prior to the Bid/Issue Closing Date in accordance with SEBI (ICDR) Regulations. # SEBI registration certificate was valid upto September 24, 2011. Application for renewal made on June 20, 2011 i.e. 3 months before the expiry of the period of the certificate in terms of Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The same has been taken up for permanent registration and the approval is awaited. Table of Contents SECTION I: GENERAL INFORMATION ........................................................................................................ 1 DEFINITIONS AND ABBREVIATIONS ................................................................................................................................ 1 PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA ........................................................ 8 FORWARD LOOKING STATEMENTS .................................................................................................................................. 9 SECTION II: RISK FACTORS ......................................................................................................................... 10 RISK FACTORS..................................................................................................................................................................... 10 SECTION III: INTRODUCTION ..................................................................................................................... 22 SUMMARY OF INDUSTRY OVERVIEW ........................................................................................................................... 22 SUMMARY OF BUSINESS OVERVIEW, STRENGTHS AND STRATEGIES .................................................................. 24 SUMMARY OF FINANCIAL INFORMATION ................................................................................................................... 25 THE ISSUE ............................................................................................................................................................................ 28 GENERAL INFORMATION ................................................................................................................................................. 29 CAPITAL STRUCTURE ........................................................................................................................................................ 36 OBJECTS OF THE ISSUE ..................................................................................................................................................... 44 BASIS FOR ISSUE PRICE