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Uttam Sugar Mills Limited

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Uttam Sugar Mills Limited Letter of Offer August 28, 2012 For Equity Shareholders of the Company only UTTAM SUGAR MILLS LIMITED (The Company was incorporated as Associated Sugar Mills Limited on October 04, 1993 under the Companies Act, 1956 and received the Certificate of Commencement of Business on April 08, 1994 from the Registrar of Companies, NCT of Delhi & Haryana. The name of our Company was changed to Uttam Sugar Mills Limited w.e.f. November 24, 1998. The Corporate Identification Number of the Company is L99999UR1993PLC032518. Registered Office: Village Libberheri, Roorkee, District Haridwar - 247 667 (Uttarakhand) Tel No: +91 1332 229 445 Fax No: +91 1332 229 194 Corporate Office: A - 2E, III Floor, CMA Tower, Sector - 24, Noida - 201 301 Tel.: +91 120 452 5000, Fax: +91 120 452 5015, +91 120 452 5020 Contact Person: Mr. G Ramarathnam, Chief - Legal and Corporate Affairs & Company Secretary & Compliance Officer E-mail: [email protected] website: www.uttamsugar.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY ISSUE OF 1,23,69,120 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PREMIUM OF RS. 12/- PER EQUITY SHARE (I.E. AT AN ISSUE PRICE OF RS. 22/- PER EQUITY SHARE) AGGREGATING TO AN AMOUNT OF RS. 27,21,20,640/- TO THE EXISTING EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 12 EQUITY SHARES FOR EVERY 25 EQUITY SHARES HELD BY THE SHAREHOLDERS ON THE BOOK CLOSURE DATE, I.E., SEPTEMBER 7, 2012. THE ISSUE PRICE OF EQUITY SHARES IS 2.2 TIMES OF THE FACE VALUE OF RS. 10/- PER EQUITY SHARE. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and Investors should not invest any funds in this Offer 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 Offering. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Offer including the risks involved. The securities being 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 document. Investors are advised to refer to the “Risk Factors” given on Page No. 8 of this Letter of Offer before making an investment in this 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 the Issuer 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 National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Company has received “in-principle” approvals from NSE & BSE for listing of securities being offered through this Letter of Offer vide their letters dated March 15, 2012 and April 23, 2012, respectively. For the purpose of this Issue, the Designated Stock Exchange is NSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE CORPORATE PROFESSIONALS CAPITAL PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED D-28. South Extn. Part 1, C - 13, Pannalal Silk Mills Compound New Delhi - 110049 LBS Marg, Bhandup (West) Mumbai - 400 078 Contact Person: Mr. Manoj Kumar/Ms. Ruchi Hans Tel: +91 22 2596 7878 Ph.: 91-11-40622228/51 Fax: +91 22 2596 0329 Fax: 91-11-40622201 Toll Free: 1-800-22-0320 Email: [email protected] / [email protected] E-mail: [email protected] Website: www.corporateprofessionals.com Website: www.linkintime.co.in SEBI Regn. No: INM000011435 Contact Person: Mr. Pravin Kasare SEBI Regn. No: INR 000004058 Issue Programme Issue Opens on Last Date for Request for Split Application Forms Issue Closes on September 20, 2012 September 27, 2012 October 4, 2012 TABLE OF CONTENTS Topics Page No. DEFINITIONS AND ABBREVIATIONS 1 NOTICE TO OVERSEAS SHAREHOLDERS 5 CURRENCY OF FINANCIAL PRESENTATION 6 FORWARD LOOKING STATEMENTS 7 RISK FACTORS 8 THE ISSUE 20 SUMMARY OF FINANCIAL INFORMATION 21 GENERAL INFORMATION 23 CAPITAL STRUCTURE 36 OBJECTS OF THE ISSUE 46 STATEMENT OF TAX BENEFITS 49 INDUSTRY OVERVIEW 55 SUMMARY OF OUR BUSINESS 65 HISTORY AND CORPORATE STRUCTURE 71 OUR MANAGEMENT 73 FINANCIAL STATEMENTS 84 STOCK MARKET DATA 121 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 123 GOVERNMENT APPROVALS 167 STATUTORY AND OTHER INFORMATION 169 OFFERING INFORMATION 175 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 197 DECLARATION 198 DEFINITIONS AND ABBREVIATIONS Conventions / General Terms Term Description Act or Companies Act The Companies Act, 1956, as amended from time to time AGM Annual General Meeting BIFR Board for Industrial and Financial Reconstruction BSE Bombay Stock Exchange Limited CARO Companies (Auditors’ Report) Order, 2003 CDSL Central Depository Services (India) Limited Depositories Act The Depositories Act, 1996, as amended from time to time Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL Depository Participant / DP A depository participant as defined under the Depositories Act ECS Electronic Clearing System EGM Extraordinary General Meeting EPS Earnings per Equity Share Equity Shares or Shares Equity shares of the Company of face value of Rs.10/- each unless otherwise specified in the context thereof FCNR Account Foreign Currency Non Resident Account FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations framed hereunder FII/ Foreign Institutional Foreign institutional investor (as defined under SEBI (Foreign Institutional Investor Investors) Regulations, 1995) registered with SEBI under applicable laws in India FIPB Foreign Investment Promotion Board FIs Financial Institutions HUF Hindu Undivided Family I.T. Act The Income Tax Act, 1961, as amended from time to time Indian GAAP Generally Accepted Accounting Principles in India IRR Internal rate of return NAV Net Asset Value Non Residents All Bidders who are not NRIs or FIIs and are not persons resident in India NRE Account Non Resident External Account NRI / Non Resident Indian A person resident outside India, as defined in FEMA and who is a citizen of India or a Person of Indian Origin, and as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 NRO Account Non Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited PAN Permanent Account Number RBI Reserve Bank of India ROC Registrar of Companies RONW Return on Net Worth SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to time SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 issued by SEBI effective from August 26, 2009, as amended from time to time, including instructions and clarifications issued by SEBI from time to time SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended from time to time, including instructions and clarifications issued by SEBI from time to time. 1 Issue Related Terms Term Description Allotment / Allot Unless the context otherwise requires, issue of Equity Shares pursuant to this Issue Allottee The successful applicant to whom the Equity Shares are being / or have been issued Application Supported by The application (whether physical or electronic) used by the investors to make a Blocked Amount/ ASBA Bid authorizing the SCSB to block the Bid Amount in their specified bank account maintained with the SCSB ASBA Investor An applicant who: (a) holds the shares of the Company in dematerialized form as on the book closure date and has applied for entitlements and / or additional shares in dematerialized form; (b) has not renounced his / her entitlements in full or in part; (c) is not a renouncee; (d) is applying through a Bank account maintained with SCSBs. Banker(s) to the Issue The Bank with which the Account for the Rights issue will be opened and which acts as such, in terms of this Letter of Offer Book Closure Date September 7, 2012 CAF Composite Application Form Controlling Branches Such Branches of SCSB which co-ordinates applications under the Issue by the ASBA Investor with the Registrar to the Issue and the Stock Exchanges and the list of which is available at http://www.sebi.gov.in/ . Designated Branches Such branches of the SCSBs which shall collect CAF from ASBA investor and a list of which is available on http://www.sebi.gov.in/ Designated Stock Exchange The Designated Stock Exchange for this Issue shall be NSE Draft Letter of Offer The Draft Letter of Offer dated November 28, 2011 filed with SEBI. Equity Shares Equity shares of the Company of face value of Rs.10 each, unless otherwise specified in the context thereof. Issue / Rights Issue Issue of 1,23,69,120 Equity Shares of Rs. 10/- each at a price of Rs. 22/- per Equity Share for cash aggregating to Rs. 27,21,20,640/- to the existing shareholders on rights basis in the ratio of 12 equity shares for every 25 equity shares held by the shareholders on the Book Closure date i.e.
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