RED HERRING PROSPECTUS Please read Section 60B of the Companies Act, 1956 Dated 22nd November, 2010 100% Book Building Issue RAVI KUMAR DISTILLERIES LIMITED (Our Company was incorporated as “Ravi Kumar Distilleries Limited” on 11th October, 1993 under the Companies Act,1956 vide Certificate of Incorporation issued by the Registrar of Companies, Tamil Nadu and our Company received its Certificate for Commencement of Business on 4th day of December, 1998) Registered Office: 1-C, Nandita Apartments, No. 47, Thirumalai Pillai Road, T. Nagar, Chennai, Tamil Nadu, India- 600 017 Tel: +91-44-2834 4434, Fax: +91-44-2834 1301; Corporate Office: 17, Kamaraj Salai, Puducherry, India-605 011, Tel: +91-413-2343278, Fax: +91-413- 2346386; Website: www.ravikumardistilleries.com; E-Mail: [email protected] (For details of changes in our registered office, see the section titled “Our History and Corporate Structure” on Page 108 of this Red Herring Prospectus.) Works- R.S 89/4A, Katterikuppam Village, Mannadipet Commune, Puducherry, Pin - 605 502 Tel: +91-413–2674444/2674888, Fax: +91-413-2674553; Contact Person & Compliance Officer: Mr. G Raghavan, Compliance Officer/Company Secretary; Email: [email protected] Our Promoter is Mr. R. V. Ravikumar, having his residential address at No: 2, Villa Balaji, Ist Cross Extention, Rainbow Nagar, Puducherry, Pin – 605 011. INITIAL PUBLIC OFFERING OF 1,15, 00,000 EQUITY SHARES OF RS. 10 EACH AT A PRICE OF RS [•] PER EQUITY SHARE FOR CASH (INCLUDING SHARE PREMIUM OF RS. [•] PER SHARE) AGGREGATING RS. [•] LACS (HEREIN REFERRED TO AS THE ISSUE). THE ISSUE SHALL CONSTITUTE 47.92% OF THE FULLY DILUTED POST ISSUE CAPITAL OF OUR COMPANY. PRICE BAND: RS. 56 TO RS. 64 PER EQUITY SHARE OF FACE VALUE RS. 10 THE FLOOR PRICE IS 5.6 TIMES OF THE FACE VALUE AND THE CAP PRICE IS 6.4 TIMES OF THE FACE VALUE In case of revision in the Price Band, the Bidding/Issue Period will be extended for three (3) additional working days after revision of the Price Band subject to the Bidding/Issue Period not exceeding ten 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 National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager and at the terminals of the Syndicate Members.This Issue is being made through a 100% Book Building Process wherein upto 50% of the Issue shall be allotted on a proportionate basis to eligible Qualified Institutional Buyers (“QIBs”), out of which 5% of the Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB portion shall be availabe for allocation on a proportionate basis to all eligible Qualified Institutional Buyers, 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 made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be made available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. RISK IN RELATION TO THE FIRST ISSUE TO THE PUBLIC This being the first issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10 per Equity Share and the Issue Price is [•] times of the face value. The Issue Price (as determined by the Company in consultation with the Book Running Lead Manager, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building), 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 nor 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 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 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 this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 11 of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring 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 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 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 offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE.The Company has received in-principle approval from the BSE and the NSE for the listing of our Equity Shares pursuant to letters dated 31st May, 2010 and 1st July, 2010 respectively. BSE shall be the Designated Stock Exchange for the purpose of this Issue. IPO GRADING Our Company has appointed CARE Limited for IPO Grading. CARE Limited has assigned “CARE IPO Grade 2” indicating below average fundamentals to the Initial Public Offering of our Company. For more information on IPO Grading, see the section titled “General Information” on page 34 of this Red Herring Prospectus. BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE COMFORT SECURITIES PRIVATE LIMITED Karvy Computershare Private Limited A-301, Hetal Arch, Opp. Natraj Market, Plot nos.17-24, Vittal Rao Nagar, S.V.Road, Malad(West), Madhapur, Hyderabad – 500 081. Mumbai – 400 064. Tel : +91-40-2342 0815-28 Tel : +91-22-28449765 Fax: +91-40-2343 1551 Fax: +91-22-28892527 E-mail: [email protected] Email:[email protected] Website: www.comfortsecurities.co.in Website: http://karisma.karvy.com Contact Person: Mr. Sarthak Vijlani Contact Person: Mr.M.Murali Krishna SEBI Registration Number: INM 000011328 SEBI Registration Number: INR000000221 ISSUE PROGRAMME BID / ISSUE OPENS ON : DECEMBER 8, 2010 BID / ISSUE CLOSES ON : DECEMBER 10, 2010 IIIII IIII I II IIII II I I III I II I IIII I IIII I III I IIII IIIIIII I IIIII I I I I III I SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS DEFINITIONS Term Description "RKDL", “Ravi Kumar” or "our Company" Ravi Kumar Distilleries Limited a public limited company incorporated under the Companies Act, 1956 “We” or “us” and “our” Unless the context otherwise require, refers to "Ravi Kumar Distilleries Limited" CONVENTIONAL/GENERAL TERMS Terms Description AOA/Articles/ Articles Articles of Association of Ravi Kumar Distilleries Limited of Association Auditors The statutory auditors of Ravi Kumar Distilleries Limited being M/s. Ramanand & Associates, Chartered Accountants Bankers to our Axis Bank Limited Company Board of Directors / The Board of Directors of Ravi Kumar Distilleries Limited Board BSE Bombay Stock Exchange Limited (the designated stock exchange) CARE Credit Analysis & Research Limited Companies Act The Companies Act, 1956 Depositories Act The Depositories Act, 1996 Director(s) Director(s) of Ravi Kumar Distilleries Limited, unless otherwise specified Equity Shares Equity Shares of our company of face value of Rs. 10 each unless otherwise specified in the context thereof EPS Earnings Per Share GIR Number General Index Registry Number Promoter Mr. R. V. Ravikumar Promoter Group Ravikumar Properties Private Limited, Ravikumar Powergen Private Companies Limited, Ravikumar Resorts & Hotels Private Limited, Reality Projects & Entertainments Private Limited, Craze (India) Private Limited, RKR Hotels Private Limited, Brahmar Cellulose Products Private Limited, RV Matrix Software Technologies Private Limited HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IPO Initial PublicOffering MOA/ Memorandum/ Memorandum of Association of Ravi Kumar Distilleries Limited Memorandum of Association Non Resident A person resident outside India, as defined under FEMA Non-Resident Indian/ A person resident outside India, who is a citizen of India or a Person NRI of Indian Origin as defined under FEMA Regulations NSE The National Stock Exchange of India Limited Overseas Corporate OCB/Overseas Corporate Body - Overseas Corporate Body means and Body / OCB includes an entity defined in clause (xi) of Regulation 2 of the Foreign Exchange Management (Withdrawal of General Permission to 1 Terms Description Overseas Corporate Bodies (OCB’s) Regulations