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Patel Integrated Logistics Ltd Capital/Financing Update 2021
63648_rns_2021-02-23_6006a2de-d5fa-457d-a747-e1b1b095afd3.pdf
Capital/Financing Update
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PILL: SEC: NBA: 20-21/67 23" February, 2021
To To BSE Ltd. National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Fort Bandra-Kurla Complex, Mumbai — 400 001. Bandra (East), SCRIP CODE: 526381 Mumbai — 400 051. PATINTLOG
Dear Sirs,
Sub.: Submission under Regulation 30 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Rights Issue of Equity Shares of Patel Integrated Logistics Limited (the "Company"). "Company").
ISSUE OF UPTO 95,00,000EQUITY SHARES OF FACE VALUE 2 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF 2 10 PER EQUITY SHARE (THE "ISSUE PRICE"), AGGREGATING UPTO 2 950 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 27 (TWENTY-SEVEN) RIGHTS EQUITY SHARE(S) FOR EVERY 47 (FORTY-SEVEN) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON THURSDAY, FEBRUARY 18, 2021 (THE "ISSUE").
Please see enclosed herewith soft copies of the Letter of Offer ("LOF"), Abridged Letter of Offer ("ALOF") and Application Form ("Form") dated 12" February, 2021 dispatched by our Company to the Eligible Equity Shareholders for the proposed Rights Issue. Kindly consider this a submission under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. ame: Sweta Pankaj Parekh Landline:+91 022 26421220
| ame: Sweta Pankaj ParekhDesignation:CompanySecretaryand Compliance Officer | Landline:+91 022 26421220Mobile: + 91 966 421 2386 | Surcta- Parekh | :yy@ Pate 1 nalictCO Mm] | |
|---|---|---|---|---|
| Thanking you, | ||||
| Yours sincerely, | ||||
| For Patel Integrated Logistics Limited | ||||
| iy | ||||
| Sweta Pankaj ParekhCompany Secretary & Compliance OfficerDate: February 23, 2021Place: Mumbai | ||||
iy
Registered office : Patel House 48, Gazdar Bandh, North Avenue Road, Santacruz (West), Mumbai, Maharastra, India - 400 054. Tel: (+91) 022 26050021 / 26421218 Website: www.patel-india.com CIN: L71110MH1962PLC012396
PATEL INTEGRATED LOGISTICS LIMITED
Patel Integrated Logistics Limited ("Company" or "Issuer") was incorporated as 'Patel Roadways Private Limited' on June 22, 1962 as a private limited company under the Companies Act, 1956 with the Registrar of Companies, Maharashtra at Bombay and consequently a certificate of incorporation dated June 26, 1970 was issued to our Company. Our Company was converted into a deemed public company on September 20, 1988 and subsequently, pursuant to a special resolution of our Shareholders passed in an extra-ordinary general meeting dated February 07, 1990 our Company was converted into a full-fledged public limited company and subsequently, the name of our Company was changed to 'Patel Roadways Limited" and a fresh certificate of incorporation dated October 29, 1993, consequent to the conversion was issued to our Company by the Registrar of Companies, Maharashtra at Bombay. Pursuant to a scheme of amalgamation between Patel On-Board Couriers Limited and our Company approved by the Shareholders in their meeting dated May 19, 2006 and by the Hon'ble High Court of Judicature at Bombay vide its order dated August 11, 2006, the name of our Company was changed to 'Patel Integrated Logistics Limited' and a fresh certificate of incorporation dated September 26, 2006, consequent to the change of the name of our Company was issued by the Registrar of Companies, Maharashtra at Mumbai. The registered office of our Company was originally situated at Patel House, 100 Sheriff Deoji Street, Mumbai — 400 003, Maharashtra, India. Subsequently our registered office was shifted to Patel House, 5th floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai- 400 054, Maharashtra, India for administrative convenience. FRIDAY, FEBRUARY 26, 2021 MONDAY, MARCH 08, 2021 FRIDAY, MARCH 12, 2021
Registered Office: Patel House, 5th floor, Plot No. 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai- 400 054, Maharashtra, India,
Tel: +91 022 2605 8476
Corporate Office (Address where books of account and papers are maintained): 52, Natasha, Hill Road, Bandra (West), Mumbai — 400 052, Maharashtra, India, Tel: +91 022 2642 1242
Contact Person: Sweta Pankaj Parekh, Company Secretary and Compliance Officer, E-mail: [email protected]; Website: www.patel-india.com; Corporate Identification Number: L71110MH1962PLC012396
OUR PROMOTER- ASGAR SHAKOOR PATEL
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF PATEL INTEGRATED LOGISTICS LIMITED (THE "COMPANY" OR THE "ISSUER") ONLY
NEITHER OUR COMPANY NOR OUR PROMOTER HAS BEEN DECLARED AS A WILFUL DEFAULTER BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY
ISSUE OF UPTO 95,00,000 EQUITY SHARES OF FACE VALUE Z 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF & 10 PER EQUITY SHARE (THE "ISSUE PRICE"), AGGREGATING UPTO & 950 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 27 (TWENTY-SEVEN) RIGHTS EQUITY SHARE(S) FOR EVERY 47 (FORTY-SEVEN) FULLY PAID-UP EQUITY SHARE(S) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON THURSDAY, FEBRUARY 18, 2021 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 01 (ONE) TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 178 OF THIS LETTER OF OFFER.
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 Rights Equity Shares 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 Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 21 of this Letter of Offer.
OUR COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer 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 Letter of Offer 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 Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
The existing Equity Shares are listed on BSE Limited ('BSE"), National Stock Exchange of India Limited ("NSE") and Calcutta Stock Exchange ("CSE") (BSE and NSE together the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated January 15, 2021 and December 30, 2020, respectively. Our Company does not intend to list its Rights Equity Shares on the trading platform of the CSE. For the purpose of this Issue, the Designated Stock Exchange is BSE.
BIGSHARE SERVICES PRIVATE LIMITED
1* floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road,
Marol, Andheri (East), Mumbai- 400 059, Maharashtra, India.
Telephone: +91 22 6263 8200, Facsimile: +91 22 6263 8280 E-mail: [email protected],Website: www.bigshareonline.com
Contact person: Ashish Bhope
Investor grievance: [email protected]
SEBI Registration No: INR000001385
Validity of Registration: Permanent
| ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION | ISSUE CLOSES ON |
|---|---|---|
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TABLE OF CONTENTS
| TABLE OF CONTENTS | |
|---|---|
| SECTION I - GENERALDEFINITIONS AND ABBREVIATIONS :s:sscsssssssseessssssssessssssesssssssvesssssessessssevsessssinessssseeessessensesee 3 | 3 |
| NOTICE TO INVESTORS ssssccsssssssessssssessesssssvessssssecesssssvessssssusessssevsssssissssssevessssssusssssseveesesseeessee 11PRESENTATION OF FINANCIAL INFORMATION. :cssssscsesssssssssssveessessssevsessssssssetsesssssssseenseseeetee 13 | |
| FORWARDLOOKING STATEMENTS ssssscsssssssvssessssssessssssueesssssesssssssuessssseviesssssusessssneesssssseesess 16- | |
| SUMMARY OF THIS LETTER OF OFFER sssssccsssssssssssssesssssvssssseeessssssssseesesssssssessssssseveesssssssseees 18 | |
| - RISK FACTORS 0cccssssccssssssssesssssssesesssssssesssssssesesssevsssssseeesessesnssssssseessessesssesees 21SECTION I | |
| SECTION TIL — INTRODUCTION 0sscccscsssssessssssseessssssessssssessesesssessssssevessessuesssssieessessssssesees 50THE ISSUE os seccssssssesssssesessssssssessssssevsssssssvessssesussssssssvessssssiessesevesssssssssssssesssssssssssssessssssisusssessmisesesees 50 | |
| GENERAL INFORMATION :.sscsssssssssessssssssessssssvvesssssevessssssessssussessssssesssssesetsssestsssssiesesssesssesees 51 | |
| CAPITAL STRUCTURE cssscssssssssssesssssssssssssssessssevivssssssevesssssuivssssssiserssssusessssuisessssesesssisieessessetsesesees 56 | |
| OBJECTS OF THE ISSUE sessssssesssssssseesssssseessssseessssssvecesssssessssssssssssssssssssssssessssevssssssiessessestsesesees 62STATEMENT OF TAX BENEFITS ssccscssssssssesssssssessssseseessssssvssssssevssssssvsvssssssevessesssssssseeessasseessee 66 | |
| SECTION IV — ABOUT THE COMPANY osssssscsssssssssssssssvessssssvesessssesessesssvesssssseeesssssnesesssees 69 | |
| INDUSTRY OVERVIEW scsscssssssesssssssssessssssessssssveessssssicesssssvesssssusessssssesssssssssessssevsssssssiessessutsesesees 69OUR BUSINESS 0 scssscsssssssssesessssssevessssesvessssssucsssssssvesessssussssssevessssssasesssssisesssusessessevssssssssestessestsesesees 77 | |
| OUR MANAGEMENT. s.ssssssssssssesssssssessssssvsesssssevessssssuesssssevesssssussessssssssssssussessssevisssisitissessnisesesees 86 | |
| OUR PROMOTER s.cssssssssssesssssssevsssssssvessssssessssssssvesesssusesssssevessssssusesssssvieesssssssessssevssssssisesssssentsesesees 96 | |
| RELATED PARTY TRANSACTIONS .usccssssssssessssssussessssssesssssssessssssveessssssesssssseviesssssusscssssneesessseeesess 97DIVIDEND POLICY scsssscsssssssssesssssssevesssssvvessssseveesssssvuesssssvesssssuisessssnivessssssisessesevessssssussssssneesssssseeses 98 | |
| SECTION V — FINANCIAL INFORMATION 00ccccsssssssssssssssseessssssessssssevessesseveesssssseessessssesssesees 99 | |
| RESTATED FINANCIAL INFORMATION csssssssssssssssssvesssssssesssssseeessssssuesssssevesssssusessssreesssssseesecs 99MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
| OPERATIONS csssessssssesssssssessssssevecsssssuvcssssevessssstuvassssssvssssssisesssssevesssssuessssiesssssinassessessssssvssesseeed 143 | |
| FINANCIAL INDEBTEDNESS ssssssssssssseessssssvevsssssesscsssssvessssssusessssssvvssssssuesssssinesssisissessstssssseees 154 | |
| MARKET PRICE INFORMATION ssssesesssssssessssssesscsssssvessssssiessssssvvssssssssesssssiessssseesesssenssssseees 163 | |
| SECTION VI— LEGAL AND OTHER INFORMATION 0cccccssssssecssssssssesesssssssssessessesssseeeeees 165 | |
| OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS :scsssssssssseevsssssseseeveeseees 165 | |
| GOVERNMENT AND OTHER STATUTORY APPROVALS s.ccssssssssesssssssssstssssssssssetsesssssssseseees 171OTHER REGULATORY AND STATUTORY DISCLOSURES :s:cccssssssssssesvessssssssesvessssssseeeeseees 172 | |
| SECTION VII — ISSUE INFORMATION 0ccccssssssssssssssssssssssseesssssssecessssreesssssevecsssssseessssseneeseee 178 | |
| TERMS OF THE ISSUEscssssssssssssssseesssssevesssssssessssssvessssssesessssivsessssissssssivesssssusssssesssesssssesees 178RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES scsssscccssssssssseeeeeseee 208 | |
| SECTION IX — STATUTORY AND OTHER INFORMATION | 209 |
| MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION :ssssssssssssssssetsssssseseerseseee 210 | |
| DECLARATION .ccsscsssssssssssessssssesesssssveessssssusesssssvevesssssesessssssssssssuusessssivstssssusetssssmesssssussssssanssssesees 212 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
| SECTION I - GENERAL | |
|---|---|
| DEFINITIONS AND ABBREVIATIONS | |
| This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider whenreading the information contained herein. The following list of certain capitalized terms used in this Letter ofOffer is intended for the convenience of the reader/prospective investor only and is not exhaustive. | |
| made from time to time under such provision. | Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as definedhereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies orclarifications shall be deemed to include all amendments, supplements or re-enactments and modifications theretonotified from time to time and any reference to a statutory provision shall include any subordinate legislation |
| "FinancialInformation", | Provided that terms used in the sections/ chapters titled "Industry Overview", "Summary of this Letter of Offer'',"Statement"Outstandingand Materialof SpecialTaxBenefits",LitigationDevelopments" and "Issue Related Information" on pages 69, 18, 99, 66, 165 and 178 respectively, shall, unlessindicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters. |
| Company Related Terms | |
| Term | Description |
| "Company","ourCompany","theCompany", "the Issuer" | Patel Integrated Logistics Limited, a public limited company incorporated underthe Companies Act, 1956, having its registered office at Patel House, 5" Floor, PlotNo 48, Gazdarbandh, North Avenue Road, Santacruz (West), Mumbai — 400 054,Maharashtra, India. |
| "we", "us", or "our""Articles" / "Articles ofAssociation" / "AoA" | Unless the context otherwise indicates or implies, refers to our Company.Articles / Articles of Association of our Company, as amended from time to time. |
| "AnnualAuditedFinancial Statements | The consolidated audited financial statements of our Company prepared under IndAS for Fiscal 2018 and standalone audited financial statements of the Fiscal 2019and 2020 and for the six months period ended September 30, 2020, prepared in line |
| with Ind AS notified under the Companies Act, 2013, as amended read with theCompanies (Indian Accounting Standards) Rules, 2015, as amended. | |
| "Audit Committee" | The committee of the Board of Directors constituted as our Company's auditcommittee in accordance with Regulation 18 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015, asamended ("SEBI Listing Regulations") and Section 177 of the Companies Act,2013. For details, see "Our Management' on page 86 of this Letter of Offer. |
| "Auditor?"Statutory/ReviewAuditor'/"PeerAuditor" | Statutory and peer review auditor of our Company, namely, M/s. Hitesh Shah &Associates, Chartered Accountants. |
| "Board""Boardof/Directors" | Board of directors of our Company or a duly constituted committee thereof. |
| "Chief Financial Officer /CFO" | Deepak Madhukar Keni, the Chief Financial Officer of our Company. |
| "Company Secretary andCompliance Officer" | Sweta Pankaj Parekh, the Company Secretary and the Compliance Officer of ourCompany. |
| "Corporate Office" | Natasha, 52 Hill Road, Bandra (West), Mumbai — 400 052, Maharashtra, India. |
| "CorporateSocialResponsibilityCSRComnnittee/ | The committee of the Board of directors constituted as our Company's corporatesocial responsibility committee in accordance with Section 135 of the CompaniesAct, 2013. For details, see "Our Management" 86 of this Letter of Offer |
| Committee" | |
| "Director(s)""Equity Shareholder' | The director(s) on the Board of our Company, unless otherwise specified.A holder of Equity Shares |
| "Equity Shares""Erstwhile Subsidiary" | Equity shares of our Company of face value of = 10 each.Deliverex India Limited, was the wholly owned subsidiary of our Company. It is |
| currently under the process of striking off from the Register of Companies. |
Company Related Terms
| Term | Description |
|---|---|
| "Independent | The independent director(s) of our Company, in terms of Section 2(47) and Section149(6) of the Companies Act, 2013. |
| Director(s)"Management"KeyPersonnel" / "KMP" | Key management personnel of our Company in terms of the Companies Act, 2013SEBI ICDR Regulationssubsection titled "Ouras described in theand the |
| Materiality Policy | Management — Key Managerial Personne!" on page 95 of this Letter of Offer.A policy adopted by our Company, in the Board meeting held on November 12, |
| 2020 for identification of material litigation(s) for the purpose of disclosure of thesame in this Letter of Offer. | |
| "MemorandumofAssociation" /""MoA" | Memorandum of Association of our Company, as amended from time to time. |
| "NominationandRemunerationCommittee" | Company'scommitteeBoardThereconstitutedof directorsourof theasNomination and Remuneration Committee in accordance with Regulation 19 of theSEBI Listing Regulations and Section 178 of the Companies Act, 2013. For details, |
| "Non-executive | see "Our Management' on page 86 of this Letter of Offer.Non-executive Directors of our Company. |
| Directors""Non-Executiveand | of our Company, unlessNon-executiveand independent directorsotherwise |
| Independent Director""Promoter" | specifiedAsgar Shakoor Patel, the Promoter of our Company. For further details, see "Our |
| "Promoter Group" | Promoter" on page 96 of this Letter of Offer.Individuals and entities forming part of the promoter and promoter group in |
| "Registered Office" | accordance with SEBI ICDR Regulations.The registered office of our Company located at Patel House, 5" Floor, Plot No 48,MumbaiAvenueGazdarbandh,NorthRoad,Santacruz(West),400054,— |
| "RegistrarofCompanies"/ "RoC" | Maharashtra, India.Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive, Mumbai |
| ConsolidatedRestatedFinancial Statements | 400 002, Maharashtra, India.Restated consolidated financial statements of our Company for the Fiscals 2018prepared in accordance with the Companies Act and restated in accordance with |
| the requirements of the SEBI ICDR Regulations. For details, see "FinancialStatements" 99. | |
| StandaloneRestatedFinancial Statements | Restated standalone financial statements of our Company for the Fiscals 2019 andsix months period ended September 30,2020 and for the2020 prepared in |
| CompaniesaccordanceaccordancewithActandwithrestatedthetheinICDRSEBIrequirementsRegulations."FinancialFordetails,seeof the | |
| RestatedFinancial | Statements" 99.Restated Consolidated Financial Statements and Restated Standalone Financial |
| Statements | Statements. |
| "RightsIssueCommittee" | The committee of our Board constituted for purposes of the Issue and incidentalmatters thereof. |
| "Shareholders/ EquityShareholders" | The Equity Shareholders of our Company, from time to time. |
| "Stakeholders"Relationship Committee" | Company'scommitteeBoardTheof Directorsconstitutedourof theasStakeholders' Relationship Committee in accordance with Regulation 20 of theSEBI Listing Regulations. For details, see "Our Management' on page 86 of thisLetter of Offer. |
| Related TermsIssue | |
| Term | Description |
| 2009 ASBA Circular2011 ASBA Circular | The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 |
| Abridged Letter of Offer | Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respectto the Issue in accordance with the provisions of the SEBI ICDR Regulations and |
| the Companies Act.Allotment of Rights Equity Shares pursuant to the Issue. |
Issue Related Terms
| Term | Description |
|---|---|
| 2009 ASBA Circular | The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 |
| 2011 ASBA Circular | The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 |
| Abridged Letter of Offer | Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect |
| to the Issue in accordance with the provisions of the SEBI ICDR Regulations and | |
| the Companies Act. | |
| Allot/Allotment/Allotted | Allotment of Rights Equity Shares pursuant to the Issue. |
| Allotment Account | The account opened with the Banker(s) to the Issue, into which the Application |
| Money lying to the credit of the escrow account(s) and amounts blocked by |
| Term | Description |
|---|---|
| Application Supported by Blocked Amount in the ASBA Account, with respect to | |
| successful Applicants will be transferred on the Transfer Date in accordance with | |
| Section $40(3)$ of the Companies Act. | |
| Allotment Advice | Note, advice or intimation of Allotment sent to each successful Applicant who has |
| been or is to be Allotted the Rights Equity Shares pursuant to the Issue. | |
| Allotment Date | Date on which the Allotment is made pursuant to the Issue. |
| Allottee(s) | Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment. |
| Applicant(s) / Investor(s) | Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for |
| the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer, | |
| including an ASBA Investor. | |
| Application | Application made through (i) submission of the Application Form or plain paper |
| Application to the Designated Branch of the SCSBs or online/ electronic | |
| application through the website of the SCSBs (if made available by such SCSBs) | |
| under the ASBA process, or (ii) filling the online Application Form available on | |
| B-WAP, to subscribe to the Rights Equity Shares at the Issue Price. | |
| Application Form | Unless the context otherwise requires, an application form (including online |
| application form available for submission of application at B-WAP facility or | |
| though the website of the SCSBs (if made available by such SCSBs) under the | |
| ASBA process) used by an Applicant to make an application for the Allotment of | |
| Rights Equity Shares in this Issue. | |
| Application Money | Aggregate amount payable in respect of the Rights Equity Shares applied for in |
| the Issue at the Issue Price. | |
| Application Supported by | Application (whether physical or electronic) used by ASBA Applicants to make |
| Blocked Amount/ASBA | an Application authorizing a SCSB to block the Application Money in the ASBA |
| Account | |
| ASBA Account | Account maintained with a SCSB and specified in the Application Form or plain |
| paper application, as the case may be, for blocking the amount mentioned in the | |
| Application Form or the plain paper application, in case of Eligible Equity | |
| Shareholders, as the case may be. | |
| ASBA Applicant / ASBA | As per the SEBI Circular SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, |
| Investor | 2020, all investors (including renouncees) shall make an application for a rights |
| issue only through ASBA facility. | |
| ASBA Bid | A Bid made by an ASBA Bidder including all revisions and modifications thereto |
| as permitted under the SEBI ICDR Regulations. | |
| B-WAP | In accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated May |
| 6, 2020 and SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19, | |
| 2021, a separate web-based application platform, i.e., the B-WAP facility | |
| (accessible at www.bigshareonline.com), instituted for making an Application in | |
| this Issue by resident original shareholder. Further, B-WAP is only an additional | |
| option and not a replacement of the ASBA process. | |
| Banker(s) to the Issue | Collectively, the Escrow Collection Bank and the Refund Banks to the Issue, in |
| this case being ICICI Bank Limited. | |
| Bankers toIssuethe | Agreement dated February 02, 2021 entered into by and amongst our Company, |
| Agreement | the Registrar to the Issue and the Bankers to the Issue for collection of the |
| Application Money from Applicants/Investors, transfer of funds to the Allotment | |
| Account and where applicable, refunds of the amounts collected from | |
| Applicants/Investors, on the terms and conditions thereof. | |
| Basis of Allotment | The basis on which the Rights Equity Shares will be Allotted to successful |
| applicants in the Issue and which is described in "Terms of the Issue" on page 178. | |
| Consolidated Certificate | The certificate that would be issued for Rights Equity Shares Allotted to each folio |
| in case of Eligible Equity Shareholders who hold Equity Shares in physical form. | |
| ControllingBranches/ | Such branches of SCSBs which coordinate Bids under the Issue with the Registrar |
| Controlling Branches of | and the Stock Exchange, a list of which is available on the website of SEBI at |
| the SCSBs | http://www.sebi.gov.in. |
| Demographic | Details of Investors including the Investor's address, name of the Investor's father/ |
| Details | husband, investor status, occupation and bank account details, where applicable. |
| Designated SCSB | Such branches of the SCSBs which shall collect the ASBA Forms submitted by |
| Branches | ASBA Bidders, a list of which is available on the website of SEBI at |
| Term | Description |
|---|---|
| http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes∈ | |
| tmId=35, updated from time to time, or at such other website as may be prescribed | |
| by SEBI from time to time. | |
| Designated Stock | BSE Limited |
| Exchange | |
| Depository(ies) | NSDL and CDSL or any other depository registered with SEBI under the |
| Securities and Exchange Board of India (Depositories and Participants) | |
| Regulations, 2018 as amended from time to time read with the Depositories Act, | |
| 1996. | |
| DraftLetterof | The draft letter of offer dated December 22, 2020 filed with Stock Exchange, in |
| Offer/DLoF/DLOF | accordance with the SEBI ICDR Regulations, for their observations. Vide SEBI |
| Circular April 21, 2020 bearing number SEBI/HO/CFD/CIR/CFD/DIL/67/2020 | |
| and SEBI ICDR (Fourth Amendment) Regulations, 2020, our Company has been | |
| exempted from fling the Draft Letter of Offer with SEBI. | |
| Escrow Collection Bank | Banks which are clearing members and registered with SEBI as bankers to an issue |
| and with whom Escrow Account(s) will be opened, in this case being ICIC Bank | |
| Limited. | |
| EligibleEquity | Existing Equity Shareholders as on the Record Date i.e. Thursday, February 18, |
| Shareholders | 2021. Please note that the investors eligible to participate in the Issue exclude |
| certain overseas shareholders. For further details, see "Notice to Investors" on page | |
| 11. | |
| Issue / Rights Issue | Issue of up to 95,00,000 Equity Shares of face value of ₹10 each of our Company |
| for cash at a price of ₹ 10 per Rights Equity Share aggregating up to ₹ 950 lakhs | |
| on a rights basis to the Eligible Equity Shareholders of our Company in the ratio | |
| of 27 (twenty-seven) Rights Equity Shares for every 47 (forty-seven) Equity | |
| Shares held by the Eligible Equity Shareholders of our Company on the Record | |
| Date i.e. Thursday, February 18, 2021. | |
| Issue Closing Date | Friday, March 12, 2021 |
| Issue Opening Date | Friday, February 26, 2021 |
| Issue Period | The period between the Issue Opening Date and the Issue Closing Date, inclusive |
| of both days, during which Applicants/Investors can submit their Applications, inaccordance with the SEBI ICDR Regulations. | |
| Issue Price | ₹ 10 per Rights Equity Share. |
| Issue Proceeds | Gross proceeds of the Issue. |
| Issue Size | Amount aggregating up to ₹950 lakhs |
| Letter of Offer/LOF | This letter of offer dated February 12, 2021 filed with the Stock Exchanges and |
| submitted with SEBI. | |
| Net Proceeds | Proceeds of the Issue less our Company's share of Issue related expenses. For |
| further information about the Issue related expenses, see "Objects of the Issue" on | |
| page 62 of this Letter of Offer. | |
| Non-ASBAInvestor/ | Investors other than ASBA Investors who apply in the Issue otherwise than |
| Non-ASBA Applicant | through the ASBA process comprising Eligible Equity Shareholders holding |
| Equity Shares in physical form or who intend to renounce their Rights Entitlement | |
| in part or full and Renouncees. | |
| Non-Institutional Bidders | An Investor other than a Retail Individual Investor or Qualified Institutional Buyer |
| or NIIs | as defined under Regulation $2(1)(jj)$ of the SEBI ICDR Regulations. |
| Off Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by transferring |
| them through off market transfer through a depository participant in accordance | |
| with the SEBI Rights Issue Circulars and the circulars issued by the Depositories, | |
| from time to time, and other applicable laws. | |
| On Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by trading |
| them over the secondary market platform of the Stock Exchange through a | |
| registered stock broker in accordance with the SEBI Rights Issue Circulars and the | |
| circulars issued by the Stock Exchange, from time to time, and other applicable | |
| laws, on or before Monday, March 08, 2021. | |
| QualifiedQIBsor | Qualified institutional buyers as defined under Regulation $2(1)(ss)$ of the SEBI |
| Institutional Buyers | ICDR Regulations. |
| Term | Description |
|---|---|
| Record Date | Designated date for the purpose of determining the Equity Shareholders eligible toapply for Rights Equity Shares, being Thursday, February 18, 2021. |
| Refund Bank(s) | The Banker(s) to the Issue with whom the Refund Account(s) will be opened, inthis case being ICICI Bank Limited. |
| "Registrar to the Issue" /"Registrar" | Bigshare Services Private Limited. |
| Registrar Agreement | Agreement dated January 20, 2021 entered into among our Company and theRegistrar in relation to the responsibilities and obligations of the Registrar to theIssue pertaining to the Issue. |
| Renouncee(s) | Person(s) who has/have acquired the Rights Entitlement from the Eligible EquityShareholders on renunciation. |
| Renunciation Period | The period during which the Investors can renounce or transfer their RightsEntitlements which shall commence from the Issue Opening Date i.e. Friday,February 26, 2021. Such period shall close on Monday, March 08, 2021 in case ofOn Market Renunciation. Eligible Equity Shareholders are requested to ensure thatrenunciation through off-market transfer is completed in such a manner that theRights Entitlements are credited to the demat account of the Renouncee on or priorto the Issue Closing Date i.e. Friday, March 12, 2021. |
| Retail IndividualBidders(s)/RetailIndividualInvestor(s)RII(s)/RIB(s) | An individual Investor (including an HUF applying through karta) who has appliedfor Rights Equity Shares and whose Application Money is not more than ₹200,000in the Issue as defined under Regulation $2(1)(vv)$ of the SEBI ICDR Regulations. |
| Rights Entitlement | The number of Rights Equity Shares that an Eligible Equity Shareholder is entitledto in proportion to the number of Equity Shares held by the Eligible EquityShareholder on the Record Date, being 27 (twenty-seven) Rights Equity Shares forevery 47 (forty-seven) Equity Shares held on Thursday, February 18, 2021.The Rights Entitlements with a separate ISIN: INE529D20014 will be credited toyour demat account before the date of opening of the Issue, against the equityshares held by the Equity Shareholders as on the Record Date i.e. Thursday,February 18, 2021 |
| Rights Entitlement Letter | Letter including details of Rights Entitlements of the Eligible Equity Shareholders.The Rights Entitlements are also accessible through the B-WAP facility and linkfor the same will be available on the website of our Company. |
| Rights Equity Shares | Equity Shares of our Company to be Allotted pursuant to this Issue. |
| SEBI Rights IssueCirculars | SEBICollectively,circular,bearingreferencenumberSEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020, bearing referencenumber SEBI/HO/CFD/CIR/CFD/DIL/67/2020 dated April 21, 2020, SEBIcircular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/78 dated2020,SEBIcircularbearingMay6,referencenumberSEBI/HO/CFD/DIL1/CIR/P/2020/136 dated July 24, 2020 and SEBI circularbearing reference number SEBI/HO/CFD/DIL1/CIR/P/2021/13 dated January 19,2021. |
| Self-Certified SyndicateBanks" or "SCSBs | The banks registered with SEBI, offering services (i) in relation to ASBA (otherthan through UPI mechanism), a list of which is available on the website of SEBIathttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i$ntmId=34$orhttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i$ntmId=35$ , as applicable, or such other website as updated from time to time, and(ii) in relation to ASBA (through UPI mechanism), a list of which is available onwebsitetheSEBIοfathttps://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId$\frac{1}{2}$ or such other website as updated from time to time |
| Stock Exchanges | Stock exchange where the Equity Shares are presently listed, being BSE and NSE. |
| Transfer Date | The date on which the amount held in the escrow account(s) and the amountblocked in the ASBA Account will be transferred to the Allotment Account, upon |
| Term | Description |
|---|---|
| finalization of the Basis of Allotment, in consultation with the Designated Stock | |
| Wilful Defaulter | Exchange. |
| A Company or person, as the case may be, categorized as a wilful defaulter by anybankinstitution or consortium thereof,in accordanceor financialwith the | |
| guidelines on wilful defaulters issued by the RBI, including any company whosedirector or promoter is categorized as such. | |
| Working Day | All days other than second and fourth Saturday of the month, Sunday or a public |
| holiday, on which commercial banks in Mumbai are open for business; provided | |
| however, with reference to (a) announcement of Price Band; and (b) Bid/IssuePeriod, Term Description the term Working Day shall mean all days, excluding | |
| Saturdays, Sundays and public holidays, on which commercial banks in Mumbaiare open for business; and (c) the time period between the Bid/Issue Closing Date | |
| and the listing of the Equity Shares on the Stock Exchange. "Working Day" shall | |
| mean all trading days of theStock Exchange, excludingSundays and bankholidays, as per the circulars issued by SEBI. | |
| Business | and Industry related Terms or Abbreviations |
| Term | Description |
| 3PL | Third-Party Logistics |
| ATAG | Air Transport Action Group |
| B2BCAGR | Business to BusinessCompounded Annual Growth Rate |
| Covid-19 | Coronavirus Disease 2019 |
| FMCG | Fast-Moving Consumer Goods |
| FRP | Financial, Real Estate and Professional services |
| FTWZs | Free Trade Warehousing Zones |
| GDP | Gross Domestic Product |
| GVA | Gross Value Added |
| IATA | International Air Transport Association |
| IIPIMF | Index of Industrial ProductionInternational Monetary Fund |
Business and Industry related Terms or Abbreviations
| finalization of the Basis of Allotment, in consultation with the Designated Stock | |
|---|---|
| Wilful Defaulter | A Company or person, as the case may be, categorized as a wilful defaulter by any |
| institution or consortium thereof,bankin accordanceor financialwith theguidelines on wilful defaulters issued by the RBI, including any company whose | |
| Working Day | All days other than second and fourth Saturday of the month, Sunday or a publicholiday, on which commercial banks in Mumbai are open for business; provided |
| however, with reference to (a) announcement of Price Band; and (b) Bid/IssuePeriod, Term Description the term Working Day shall mean all days, excluding | |
| Saturdays, Sundays and public holidays, on which commercial banks in Mumbai | |
| are open for business; and (c) the time period between the Bid/Issue Closing Dateand the listing of the Equity Shares on the Stock Exchange. "Working Day" shall | |
| mean all trading days of theStock Exchange, excludingSundays and bank | |
| holidays, as per the circulars issued by SEBI. | |
| Business | and Industry related Terms or Abbreviations |
| Term | Description |
| 3PLATAG | Third-Party LogisticsAir Transport Action Group |
| B2B | Business to Business |
| CAGR | Compounded Annual Growth Rate |
| Covid-19FMCG | Coronavirus Disease 2019Fast-Moving Consumer Goods |
| FRP | Financial, Real Estate and Professional services |
| FTWZsGDP | Free Trade Warehousing ZonesGross Domestic Product |
| GVA | Gross Value Added |
| IATA | International Air Transport AssociationIndex of Industrial Production |
| IIPIMF | International Monetary Fund |
| INRMMT | Indian Rupee (2) |
| OPEC | Million Metric TonnesOrganisation of the Petroleum Exporting Countries |
| RTKs | Revenue Tonne Kilometers |
| THTCBUSA/US | Trade, Hotels, Transport and Communication ServicesUnited States of America |
| USD/ US$ | US Dollar |
| Conventional and General Terms or Abbreviations | |
| Term | Description |
| AlcAGM | AccountAnnual general meeting |
| AIF | Alternative investment fund, as defined and registered with SEBI under theExchangeBoardInvestmentFunds)Securitiesand(AlternativeIndiaofRegulations, 2012 |
| AS | Accounting Standards issued by the Institute of Chartered Accountants of India |
| BSECSE | BSE LimitedCalcutta Stock Exchange |
| CAGR | Compounded Annual Growth Rate. |
| CDSLCFO | Central Depository Services (India) Limited.Chief Financial Officer |
| CIN | Corporate Identification Number |
| CIT | Commissioner of Income Tax |
| CLRA | Contract Labour (Regulation and Abolition) Act, 1970. |
Conventional and General Terms or Abbreviations
| Term | Description |
|---|---|
| Alc | Account |
| AGM | Annual general meeting |
| AIF | Alternative investment fund, as defined and registered with SEBI under the |
| ExchangeBoardInvestmentFunds)(AlternativeSecuritiesandIndiaof | |
| Regulations, 2012 | |
| AS | Accounting Standards issued by the Institute of Chartered Accountants of India |
| BSE | BSE Limited |
| CSE | Calcutta Stock Exchange |
| CAGR | Compounded Annual Growth Rate. |
| CDSL | Central Depository Services (India) Limited. |
| CFO | Chief Financial Officer |
| CIN | Corporate Identification Number |
| CIT | Commissioner of Income Tax |
| CLRA | Contract Labour (Regulation and Abolition) Act, 1970. |
| Term | Description |
|---|---|
| Companies Act, 2013 / | Companies Act, 2013 along with rules made thereunder. |
| Companies Act | |
| Companies Act 1956 | Companies Act, 1956, and the rules thereunder (without reference to the provisions |
| thereof that have ceased to have effect upon the notification of the Notified | |
| Sections). | |
| CSR | Corporate Social Responsibility |
| Depository(ies) | A depository registered with SEBI under the Securities and Exchange Board of |
| India (Depositories and Participants) Regulations, 1996. | |
| Depositories Act | The Depositories Act, 1996 |
| DIN | Director Identification Number |
| DP ID | Depository Participant's Identification Number |
| EBITDA | Earnings before Interest, Tax, Depreciation and Amortisation |
| EGM | Extraordinary General Meeting |
| EPF Act | Employees' Provident Fund and Miscellaneous Provisions Act, 1952 |
| EPS | Earnings per share |
| ESI Act | Employees' State Insurance Act, 1948 |
| FCNR Account | Foreign Currency Non Resident (Bank) account established in accordance with the |
| FEMA | |
| FEMA | The Foreign Exchange Management Act, 1999 read with rules and regulations |
| thereunder | |
| FEMA Regulations | The Foreign Exchange Management (Transfer or Issue of Security by a Person |
| Resident Outside India) Regulations, 2017 | |
| Financial Year/Fiscal | The period of 12 months commencing on April 1 of the immediately preceding |
| calendar year and ending on March 31 of that particular calendar year | |
| FPIs | A foreign portfolio investor who has been registered pursuant to the SEBI FPI |
| Regulations, provided that any FII who holds a valid certificate of registration shall | |
| be deemed to be an FPI until the expiry of the block of three years for which fees | |
| have been paid as per the Securities and Exchange Board of India (Foreign | |
| Institutional Investors) Regulations, 1995 | |
| FVCI | Foreign Venture Capital Investors (as defined under the Securities and Exchange |
| Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered | |
| with SEBI | |
| GDP | Gross Domestic Product |
| GoI / Government | The Government of India |
| GST | Goods and Services Tax |
| HUF(s) | Hindu Undivided Family(ies) |
| ICAI | Institute of Chartered Accountants of India |
| ICSI | The Institute of Company Secretaries of India |
| IFRS | International Financial Reporting Standards |
| IFSC | Indian Financial System Code |
| Income Tax Act / IT Act | Income Tax Act, 1961 |
| Ind AS | The Indian Accounting Standards referred to in the Companies (Indian Accounting |
| Standard) Rules, 2015, as amended | |
| Indian GAAP | Generally Accepted Accounting Principles in India |
| Insider Trading | Securities and Exchange Board of India (Prohibition of Insider Trading) |
| Regulations | Regulations, 2015, as amended |
| Insolvency Code | Insolvency and Bankruptcy Code, 2016, as amended |
| INR or ₹ or Rs. Or Indian | Indian Rupee, the official currency of the Republic of India. |
| Rupees | |
| ISIN | International Securities Identification Number |
| IT | Information Technology |
| MCA | The Ministry of Corporate Affairs, GoI |
| Mn/mn | Million |
| Mutual Funds | Mutual funds registered with the SEBI under the Securities and Exchange Board |
| of India (Mutual Funds) Regulations, 1996 | |
| N.A. or NA | Not Applicable |
| NAV | Net Asset Value |
| Term | Description |
|---|---|
| Notified Sections | The sections of the Companies Act, 2013 that have been notified by the MCA and |
| are currently in effect. | |
| NSDLNSE | National Securities Depository LimitedNational Stock Exchange of India Limited |
| OCB | owned directly orA company, partnership,society or other corporate body |
| indirectly to the extent of at least 60% by NRIs including overseas trusts, in whichnot less than 60% of beneficial interest is irrevocably held by NRIs directly or | |
| indirectly and which was in existence on October 3, 2003 and immediately before | |
| such date was eligible to undertake transactions pursuant to general permissiongranted to OCBs under FEMA. OCBs are not allowed to invest in the Issue. | |
| p.a. | Per annum |
| P/E RatioPAN | Price/Earnings Ratio |
| PAT | Permanent account numberProfit after Tax |
| Payment of Bonus Act | Payment of Bonus Act, 1965 |
| Payment of Gratuity ActRBI | Payment of Gratuity Act, 1972The Reserve Bank of India |
| RBI Act | Reserve Bank of India Act, 1934, as amended |
| Regulation $SCRA | Regulation S under the United States Securities Act of 1933, as amendedSecurities Contract (Regulation) Act, 1956 of 1933, as amended |
| SCRR | The Securities Contracts (Regulation) Rules, 1957 as amended |
| SEBI | The Securities and Exchange Board of India constituted under the SEBI Act |
| SEBI Act | The Securities and Exchange Board of India Act, 1992 |
| SEBI AIF Regulations | ExchangeBoardInvestmentsFunds)(AlternativeSecuritiesandIndiaofRegulations, 2012, as amended |
| SEBI FPI Regulations | Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,2014, as amended |
| SEBIICDR Regulations | The Securities and Exchange Board of India (Issue of Capital and Disclosure |
| Requirements) Regulations, 2018, as amended | |
| SEBI Listing Regulations | Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended |
| SEBITakeover | The Securities and Exchange Board of India (Substantial Acquisition of Shares |
| RegulationsSEBI VCF Regulations | and Takeovers) Regulations, 2011, as amendedSecurities and Exchange Board of India (Venture Capital Funds) Regulations, |
| 1996 | |
| Securities ActSTT | The United States Securities Act of 1933.Securities Transaction Tax |
| State Government | The government of a state in India |
| Trademarks ActTDS | Trademarks Act, 1999Tax deducted at source |
| US$/ USD/ US Dollar | United States Dollar, the official currency of the United States of America |
| USA/U.S./ US | United States of America, its territories and possessions, any state of the United |
| U.S. GAAP | States of America and the District of ColumbiaGenerally Accepted Accounting Principles in the United States of America |
| VAT | Value Added Tax |
| VCFs | Venture capital funds as defined in and registered with the SEBI under theSecurities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 |
| or the Securities and Exchange Board of India (Alternative Investment Funds) | |
| w.e.f. | Regulations, 2012, as the case may beWith effect from |
| Year/Calendar Year | Unless context otherwise requires, shall refer to the twelve month period endingDecember 31 |
NOTICE TO INVESTORS
The distribution of this Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter and the issue of Rights Entitlement and Rights Equity Shares to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer, the Abridged Letter of Offer or Application Form may come are required to inform themselves about and observe such restrictions. Our Company is making this Issue on a rights basis to the Eligible Equity Shareholders and will dispatch through email and courier this Letter of Offer / Abridged Letter of Offer and Application Form and Rights Entitlement Letter only to Eligible Equity Shareholders who have a registered address in India or who have provided an Indian address to our Company. Further, this Letter of Offer will be provided, through email and courier, by the Registrar on behalf of our Company to the Eligible Equity Shareholders who have provided their Indian addresses to our Company or who are located in jurisdictions where the offer and sale of the Rights Equity Shares is permitted under laws of such jurisdictions and in each case who make a request in this regard. Investors can also access this Letter of Offer, the Abridged Letter of Offer and the Application Form from the websites of the Registrar, our Company, the Stock Exchanges, and on B-WAP.
No action has been or will be taken to permit the Issue in any jurisdiction where action would be required for that purpose. Accordingly, the Rights Entitlements or Rights Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer, the Abridged Letter of Offer or any offering materials or advertisements in connection with the Issue may not be distributed, in whole or in part, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer or the Abridged Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer and the Abridged Letter of Offer must be treated as sent for information purposes only and should not be acted upon for subscription to the Rights Equity Shares and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer or the Abridged Letter of Offer or Application Form should not, in connection with the issue of the Rights Equity Shares or the Rights Entitlements, distribute or send this Letter of Offer or the Abridged Letter of Offer to any person outside India where to do so, would or might contravene local securities laws or regulations. If this Letter of Offer or the Abridged Letter of Offer or Application Form is received by any person in any such jurisdiction, or by their agent or nominee, they must not seek to subscribe to the Rights Equity Shares or the Rights Entitlements referred to in this Letter of Offer, the Abridged Letter of Offer or the Application Form.
Any person who makes an application to acquire the Rights Entitlements or the Rights Equity Shares offered in the Issue will be deemed to have declared, represented, warranted and agreed that such person is authorised to acquire the Rights Entitlements or the Rights Equity Shares in compliance with all applicable laws and regulations prevailing in his jurisdiction. Our Company, the Registrar or any other person acting on behalf of our Company reserves the right to treat any Application Form as invalid where they believe that Application Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements and we shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form. Neither the delivery of this Letter of Offer nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company's affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer or the date of such information.
Neither the delivery of this Letter of Offer, the Abridged Letter of Offer, Application Form and Rights Entitlement Letter nor any sale hereunder, shall, under any circumstances, create any implication that there has been no change in our Company's affairs from the date hereof or the date of such information or that the information contained herein is correct as at any time subsequent to the date of this Letter of Offer and the Abridged Letter of Offer and the Application Form and Rights Entitlement Letter or the date of such information.
THE CONTENTS OF THIS LETTER OF OFFER SHOULD NOT BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. PROSPECTIVE INVESTORS MAY BE SUBJECT TO ADVERSE FOREIGN, STATE OR LOCAL TAX OR LEGAL CONSEQUENCES AS A RESULT OF THE OFFER RIGHTS OF EQUITY SHARES OR RIGHTS ENTITLEMENTS. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, BUSINESS ADVISOR AND TAX ADVISOR AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE OFFER OF EQUITY SHARES. IN ADDITION, OUR COMPANY IS NOT MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF THE EQUITY SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE EQUITY SHARES BY SUCH OFFEREE OR PURCHASER UNDER ANY APPLICABLE LAWS OR REGULATIONS.
NO OFFER IN THE UNITED STATES
The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States of America or the territories or possessions thereof ("United States"), except in a transaction not subject to, or exempt from, the registration requirements of the Securities Act and applicable state securities laws. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Rights Equity Shares or Rights Entitlement for sale in the United States or as a solicitation therein of an offer to buy any of the Rights Equity Shares or Rights Entitlement. There is no intention to register any portion of the Issue or any of the securities described herein in the United States or to conduct a public offering of securities in the United States. Accordingly, this Letter of Offer / Abridged Letter of Offer and the enclosed Application Form and Rights Entitlement Letters should not be forwarded to or transmitted in or into the United States at any time. In addition, until the expiry of 40 days after the commencement of the Issue, an offer or sale of Rights Entitlements or Rights Equity Shares within the United States by a dealer (whether or not it is participating in the Issue) may violate the registration requirements of the Securities Act.
Neither our Company nor any person acting on our behalf will accept a subscription or renunciation from any person, or the agent of any person, who appears to be, or who our Company or any person acting on our behalf has reason to believe is in the United States when the buy order is made. Envelopes containing an Application Form and Rights Entitlement Letter should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer, and all persons subscribing for the Rights Equity Shares Issue and wishing to hold such Equity Shares in registered form must provide an address for registration of these Equity Shares in India. Our Company is making the Issue on a rights basis to Eligible Equity Shareholders and this Letter of Offer / Abridged Letter of Offer and Application Form and Rights Entitlement Letter will be dispatched only to Eligible Equity Shareholders who have an Indian address. Any person who acquires Rights Entitlements and the Rights Equity Shares will be deemed to have declared, represented, warranted and agreed that, (i) it is not and that at the time of subscribing for such Rights Equity Shares or the Rights Entitlements, it will not be, in the United States, and (ii) it is authorized to acquire the Rights Entitlements and the Rights Equity Shares in compliance with all applicable laws and regulations.
Our Company reserves the right to treat any Application Form as invalid which: (i) does not include the certification set out in the Application Form to the effect that the subscriber is authorised to acquire the Rights Equity Shares or Rights Entitlement in compliance with all applicable laws and regulations; (ii) appears to us or our agents to have been executed in or dispatched from the United States; (iii) where a registered Indian address is not provided; or (iv) where our Company believes that Application Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements; and our Company shall not be bound to allot or issue any Rights Equity Shares or Rights Entitlement in respect of any such Application Form.
Rights Entitlements may not be transferred or sold to any person in the United States.
PRESENTATION OF FINANCIAL INFORMATION
Certain Conventions
All references to "India" contained in this Letter of Offer are to the Republic of India and its territories and possessions and all references herein to the "Government", "Indian Government", "Gol", Central Government" or the "State Government" are to the Government of India, central or state, as applicable.
Unless otherwise specified or the context otherwise requires, all references in this Letter of Offer to the 'US' or 'U.S.' or the "United States' are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Letter of Offer is in Indian Standard Time ("IST"). Unless indicated otherwise, all references to a year in this Letter of Offer are to a calendar year.
A reference to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable.
Unless stated otherwise, all references to page numbers in this Letter of Offer are to the page numbers of this Letter of Offer.
Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Letter of Offer has been derived from our Financial Statements. For details, please see "Financial Information" on page 99. Our Company's financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a particular financial year, unless stated otherwise, are to the twelve (12) month period ended on March 31 of that year.
The Gol has adopted the Indian accounting standards ("Ind AS"), which are converged with the International Financial Reporting Standards of the International Accounting Standards Board ("IFRS") and notified under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (the "Ind AS Rules"). The Restated Consolidated Financial Statements of our Company and its Erstwhile Subsidiary for the Financial Year ended March 2018 and the Restated Standalone Financial Statements of our Company for the Financial Year ended March 2019 and March 2020 and the six months period ended September 30, 2020 have been prepared in accordance with Ind AS as prescribed under Section 133 of Companies Act read with the Ind AS Rules and other the relevant provisions of the Companies Act and restated in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (revised), 2019, issued by the ICAI. Our Company publishes its financial statements in Rupees.
In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off and unless otherwise specified all financial numbers in parenthesis represent negative figures. Our Company has presented all numerical information in the Financial Statements in whole numbers and in this Letter of Offer in "lakh" units or in whole numbers where the numbers have been too small to represent in lakh. One lakh represents 1,00,000 and one million represents 1,000,000.
There are significant differences between Ind AS, US GAAP and IFRS. We have not provided a reconciliation of the financial information to IFRS or US GAAP. Our Company has not attempted to also explain those differences or quantify their impact on the financial data included in this Letter of Offer, and you are urged to consult your own advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the financial information included in this Letter of Offer will provide meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting principles and regulations on our financial disclosures presented in this Letter of Offer should accordingly be limited. For further information, see "Financial Information" on page 99.
Certain figures contained in this Letter of Offer, including financial information, have been subject to rounded off adjustments. All figures in decimals (including percentages) have been rounded off to one or two decimals. However, where any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources, such figures appear in this Letter of Offer rounded-off to such number of decimal points as provided in such respective sources. In this Letter of Offer, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers ina
column or row in certain tables may not conform exactly to the total figure given for that column or row. Any such discrepancies are due to rounding off.
Currency and Units of Presentation
All references to:
- e "Rupees" or "2" or "INR" or "Rs." are to Indian Rupee, the official currency of the Republic of India;
- e "USD" or "US$" or "$" are to United States Dollar, the official currency of the United States of America; and
- e "Euro" or "€" are to Euros, the official currency of the European Union.
Our Company has presented certain numerical information in this Letter of Offer in "lakh" or "Lac" units or in whole numbers. One lakh represents 1,00,000 and one million represents 1,000,000. All the numbers in the document have been presented in lakh or in whole numbers where the numbers have been too small to present in lakh. Any percentage amounts, as set forth in "Risk Factors", "Our Business", "Management's Discussion and Analysis of Financial Conditions and Results of Operation" and elsewhere in this Letter of Offer, unless otherwise indicated, have been calculated based on our Restated Financial Information.
Exchange Rates
This Letter of Offer contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee and other foreign currencies:
| Currency | Exchange rate as on | ||||
|---|---|---|---|---|---|
| December 31, 2020 | March 31, 2020 | March 31, 2019* | March 31, 2018** | ||
| 1USD | 73.05 | 75.38 | 69.17 | 65.04 | |
| 1 Euro | 89.79 | 83.04 | 77.70 | 80.62 | |
(Source: RBI reference rate)
*Exchange rate as on March 29, 2019, as RBI reference rate is not available for March 31, 2019 and March 30, 2019 being a Saturday and Sunday, respectively.
**E xchange rate as on March 28, 2018, as RBI reference rate is not available for March 31, 2018, March 30, 2018 and March 29, 2018 being a Saturday and public holidays, respectively.
(Source: www.rbi.org.in and www .fbil.org.in)
Industry and Market Data
Unless stated otherwise, industry and market data used in this Letter of Offer has been obtained or derived from publicly available information as well as industry publications and sources.
Industry publications generally state that the information contained in such publications has been obtained from publicly available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe the industry and market data used in this Letter of Offer is reliable, it has not been independently verified by us. The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in "Risk Factors" on page 21, this Letter of Offer. Accordingly, investment decisions should not be based solely on such information.
The extent to which the market and industry data used in this Letter of Offer is meaningful depends on the reader's familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which the business of our Company is conducted, and methodologies and assumptions may vary widely among different industry sources.
FORWARD - LOOKING STATEMENTS
This Letter of Offer contains certain "forward-looking statements". Forward looking statements appear throughout this Letter of Offer, including, without limitation, under the chapters titled "Risk Factors", "Our Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Industry Overview". Forward-looking statements include statements concerning our Company's plans, objectives, goals, strategies, future events, future revenues or financial performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our Company's competitive strengths and weaknesses, our Company's business strategy and the trends our Company anticipates in the industries and the political and legal environment, and geographical locations, in which our Company operates, and other information that is not historical information. These forward-looking statements generally can be identified by words or phrases such as "aim", "anticipate", "believe", "continue", "can", "could", "expect", "estimate", "intend", "likely", "may", "objective", "plan", "potential", "project", "pursue", "shall", "seek to", "will", "will continue", "will pursue", "forecast", "target", or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. However, these are not the exclusive means of identifying forward-looking statements.
All statements regarding our Company's expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our Company's business strategy, planned projects, revenue and profitability (including, without limitation, any financial or operating projections or forecasts), new business and other matters discussed in this Letter of Offer that are not historical facts. These forward-looking statements contained in this Letter of Offer (whether made by our Company or any third party), are predictions and involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our Company operates and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, the competition in our industry and markets, technological changes, our exposure to market risks, general economic and political conditions in India and globally which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in laws, regulations and taxes, incidence of natural calamities and/or acts of violence. Important factors that could cause actual results to differ materially from our Company's expectations include, but are not limited to, the following:
- e trends in the Indian logistics industry;
- e performance of the industries in which our clients operate;
- e performance of our key clients and our relationship with our intermediaries;
- e adverse effect of competition on our market share and profits;
- e changes in technology and our ability to manage any disruption or failure of our technology systems;
- e our ability to:
- acquire warehouses and other logistics facilities at desirable locations in India;
- manage our growth effectively;
- manage our credit risk;
- manage our quality of services;
- hire and retain senior management personnel and other skilled manpower;
- manage cost of compliance with labor laws or other regulatory developments;
- manage our operating costs;
- manage breakdown or failure of equipment, power supply or processes, natural disasters and accidents;
- — successfully implement our business strategies and expansion plans;
- maintain effective internal controls;
- e adequate and timely supply of assets necessary for our operations such as vehicles and equipment;
- e state of road, air and other transportation infrastructure in India;
- e changes in general, political, social and economic conditions in India and elsewhere;
- e general levels of GDP growth, and growth in employment and personal disposable income; and
- e economic uncertainties, fiscal crises or instability in India.
For further discussion of factors that could cause the actual results to differ from our estimates and expectations, see "Risk Factors', "Our Business" and "Management's Discussion and Analysis of Financial Position and Results of Operations" beginning on pages 21, 77 and 143, respectively, of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Letter of Offer and are not a guarantee of future performance. These statements are based on the management's beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our Company, our Directors, our Promoter, the Syndicate Member(s) nor any of their respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors are informed of material developments from the date of this Letter of Offer until the time of receipt of the listing and trading permissions from the Stock Exchange.
SUMMARY OF THIS LETTER OF OFFER
The following is a general summary of the terms of this Issue, and should be read in conjunction with and is qualified by the more detailed information appearing in this Letter of Offer, including the sections titled "Risk Factors', "The Issue", "Capital Structure", "Objects of the Issue", "Our Business", "Industry Overview", "Outstanding Litigation and Material Developments" and "Terms of the Issue" on pages 21, 50, 56, 62, 77, 69, 165 and 178 respectively.
Summary of Industry
In India the air transport industry contributed about US$ 30 billion annually to India's GDP, and directly employed more than 390,000 people while supporting another 570,000 in the supply chain as per the July 2016 study carried out by Air Transport Action Group. The Indian warehouse market was worth INR 615 Billion in 2019. Warehousing involves storage of goods and merchandise to protect the quality and quantity of the stored products awaiting future use. It is an integral part of the logistics value chain, forming the node, which allows for collection, sorting and dissemination of goods within the supply chain.
For further details, please refer to the chapter titled "Jndustry Overview" at page 69 of this Letter of Offer.
Summary of Business
We are engaged in the business of providing logistics services and unified solutions focusing on air transportation and surface transportation as well as ancillary services such as courier services and warehousing. We operate our business through a pan-India network comprising 24 branch offices and presence across India covering major cities/towns/airports. In 1994, our Company through an initial public offering listed its Equity Shares on BSE Limited, Delhi Stock Exchange Limited, Ahmedabad Stock Exchange Limited, Madras Stock Exchange Limited and Calcutta Stock Exchange Limited. Subsequently, in 2008, the Equity Shares of our company were listed on National Stock Exchange Limited. Total Net proceeds 900.00
For further details, please refer to the chapter titled "Our Business" at page 77 of this Letter of Offer.
Our Promoter
The Promoter of our Company is Asgar Shakoor Patel.
For further details please see chapter titled "Our Promoter" beginning on page 96 of this Letter of Offer.
Objects of the Issue
The Net Proceeds are proposed to be used in the manner set out in the following table:
| (< in lakhs) | |
|---|---|
| Particulars | Amount |
| Repayment and/or prepayment of a portion of the principal and/or interest of certain | 850.00 |
| borrowings availed by our Company | |
| General corporate purposes | 50.00 |
The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds. However, if our Company receives subscription between 75% to 90%, of the Issue Proceeds, at least 75% of the Issue Proceeds shall be utilized for repayment and/or prepayment of a portion of the principal and / or interest of certain borrowings availed by our Company. An amount of ~ 50 lakhs has been allocated for the expenses incurred during this Issue.
For further details, please see chapter titled "Objects of the Issue" beginning on page 62 of this Letter of Offer.
Summary of Restated Financial Information
Following are the details as per the Restated Financial Information as at and for the Financial Years ended on March 31, 2018, 2019 and 2020 and the six months period ended September 30, 2020: