Pacific Industries : Letter of offer (Final Offer Document filed with Stock Exchanges)

About this update from Pacific Industries Ltd.

Letter of Offer January 05, 2023 For Eligible Equity Shareholders of our Company only PACIFIC INDUSTRIES LIMITED Our Company was incorporated as a public limited company under the Companies Act, 1956, at Jaipur, Rajasthan, as Pacific Granites Limited. Our Company was granted a certificate of incorporation and certificate of commencement of business dated July 13, 1989 and August 28, 1989, respectively, by the Registrar of Companies Jaipur, Rajasthan. Thereafter, the name of our Company was changed to Pacific Industries Limited and a fresh certificate of incorporation, consequent upon change of name, was issued by the Registrar of Companies, Bangalore on November 25, 1994. The registered office of our Company was shifted from the state of Rajasthan to the state of Karnataka pursuant to the order passed by the Hon'ble Company Law Board, New Delhi Bench on November 30, 2011. Registered Office: Survey No. 13, National Highway 48, Kempalinganahalli Village, Nelamangala Taluk, Bangalore (R) 562123 Karnataka Corporate Office: Village Sapetia, Brahmano Ka Guda, Bedla, Udaipur 313004, Rajasthan Corporate Identification Number: L14101KA1989PLC062041, Contact Person: Mr. Sachin Shah, Company Secretary and Compliance Officer Tel: +91-294-2440196/2440388/2440933/2440934; Fax: +91-294-2440780 (Udaipur) Tel: 080 7723004 / 7725974; Fax: 080 7723005; (Bangalore) E-mail : [email protected] ; pacificind@rediffmail.com ; [email protected] ; pacificinvestor@rediffmail.com Website: www.pacificindustriesltd.com PROMOTERS OF THE COMPANY: MR. JAGDISH PRASAD AGARWAL, MRS. GEETA DEVI AGARWAL AND MR. KAPIL AGARWAL FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY ISSUE OF UP TO 34,46,325 EQUITY SHARES WITH A FACE VALUE OF ₹ 10 EACH FOR CASH AT A PRICE OF ₹139 PER EQUITY SHARE (INCLUDING PREMIUM OF ₹ 129 PER EQUITY SHARE) ("RIGHTS EQUITY SHARE") FOR AN AMOUNT AGGREGATING UP TO ₹ 47,90,39,175 (RUPEES FORTY SEVEN CRORE NINETY LAKH THIRTY NINE THOUSAND ONE HUNDRED SEVENTY FIVE ONLY) ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF PACIFIC INDUSTRIES LIMITED ("THE COMPANY" OR THE "ISSUER") IN THE RATIO OF 1 EQUITY SHARE FOR EVERY 1 FULLY PAID-UP EQUITY SHARE(S) (I.E., 1:1 ) HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON JANUARY 11, 2023 (THE "ISSUE"). THE ISSUE PRICE IS 13.9 TIMES THE FACE VALUE OF ₹ 10/- EACH. FOR FURTHER DETAILS, PLEASE SEE "TERMS OF THE ISSUE" ON PAGE 216 OF THIS LETTER OF OFFER WILFUL DEFAULTERS Neither our Company, nor any of our Promoters or Directors are categorised as wilful defaulters by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India. GENERAL RISKS Investment 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 securities being offered in the Issue have not been recommended or approved by Securities and Exchange Board of India (the "SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of the investors is invited to the section titled 'Risk Factors' on page .24 of this letter of Offer. ISSUER'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 the Issue, which is material in the context of the 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. LISTING The existing equity shares of our Company are listed on BSE Ltd. ("BSE"). We have received "in-principle" approval from BSE for listing the equity shares arising from the Issue vide its letter dated December 28, 2022. For the purposes of this Issue, the Designated Stock Exchange is BSE Limited. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE SRUJAN ALPHA CAPITAL ADVISORS LLP LINK LIMITED Registered Office: 112A, Arun Bazar, Swami Vivekananda C 101, 1st Floor, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai Road, Malad West, Mumbai-400064 Maharashtra -400083, Maharashtra Correspondence Address : 824 & 825, Corporate Avenue, Tel: 8108114949 Sonawala Rd, opposite Atlanta Centre, Sonawala Industry Email: [email protected] Estate, Goregaon, Mumbai- 400064 Investor grievance email: [email protected] Tel: +91-22- 46030709 Contact Person : Mr. Sumeet Deshpande E-mail: [email protected] Website : www.linkintime.co.in Website: www.srujanalpha.com SEBI Registration Number: INR000004058 Contact Person: Mr. Jinesh Doshi LLPIN No.: AAW-1680 SEBI Registration No.: INM000012829 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR ON MARKET RENUPAITION FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS January 19, 2023 January 30, 2023 February 02,2023 TABLE OF CONTENTS CONTENTS PAGE NO. SECTION I - GENERAL DEFINITION AND ABBREVIATIONS 2 NOTICE TO INVESTORS 12 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION 16 AND CURRENCY OF PRESENTATION FORWARD LOOKING STATEMENTS 19 SECTION II - SUMMARY OF THIS LETTER OF OFFER 21 SECTION III - RISK FACTORS 24 SECTION IV - INTRODUCTION THE ISSUE 50 GENERAL INFORMATION 51 CAPITAL STRUCTURE 57 SECTION V - PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE 59 STATEMENT OF SPECIAL TAX BENEFITS 69 SECTION VI - ABOUT THE COMPANY INDUSTRY OVERVIEW 72 OUR BUSINESS 85 OUR MANAGEMENT 102 SECTION VII - FINANCIAL INFORMATION FINANCIAL STATEMENTS 109 ACCOUNTING RATIOS 185 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 188 CONDITION AND RESULTS OF OPERATIONS SECTION VIII - LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 199 GOVERNMENT APPROVALS 205 OTHER REGULATORY AND STATUTORY DISCLOSURES 206 SECTION IX - ISSUE INFORMATION TERMS OF THE ISSUE 216 SECTION X - OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 260 DECLARATION 262 1 SECTION I - GENERAL DEFINITION AND ABBREVIATIONS In this Letter of Offer, unless the context otherwise indicates or implies, or unless specified, the terms defined, and abbreviations expanded herein below shall have the same meaning as stated in this section. The words expressions used in this Letter of Offer but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. The following list of capitalised terms used in this document is intended for the convenience of the reader/prospective investor only and is not exhaustive. Notwithstanding the foregoing, terms used in the chapter entitled 'Statement of Tax Benefits', section entitled 'Financial Information', and chapter entitled 'Outstanding Litigation and Defaults' beginning 68, 108, and 197 respectively, shall have the meaning ascribed to such terms in these respective chapters and section. GENERAL TERMS Term Description "Pacific Industries Pacific Industries Limited, a public limited company incorporated under Limited" or "Pacific" or Companies Act, 1956, as amended, and having its registered office at "the Company", or "the Survey No.13, N.H.48, Kempalinganhalli, Nelamangala Taluka Bangalore Resulting Company", or KA 562123 and having its corporate office at Village Sapetia, Brahmano "our Company" Ka Guda, Bedla, Udaipur 313004 Rajasthan COMPANY RELATED TERMS Term Description "We" or "us" or "our" Unless the context otherwise indicates or implies, our Company with its Subsidiaries on a consolidated basis. AGM Annual General Meeting Articles / Articles of Articles of Association of our Company, as amended from time to time. Association / AOA Auditor/Statutory M/s Ravi Sharma & Co., Chartered Accountants Auditor Audited Financial The audited consolidated financial statements of our Company for the Statement /Audited financial year ended March 31, 2022 which comprises of the balance Financial Information sheet as at March 31, 2022, the statement of profit and loss, including other comprehensive income, the cash flow statement and the statement of changes in equity for the year March 31, 2022, prepared in conformity with Indian Accounting Standards prescribed under Section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. 2 Board or Board of Board of Directors of our Company, including any committee thereof Directors Corporate Office Village Sapetia, Brahmano Ka Guda, Bedla, Udaipur 313004, Rajasthan Chairman Chairman of our Company, Jagdish Prasad Agarwal. Chief Financial Officer or Chief financial officer of our Company, Kapil Agarwal CFO Company Secretary and Company secretary and compliance officer of our Company, Sachin Shah Compliance Officer Consolidated Financial Collectively, Audited Consolidated Financial Statements and Unaudited Statements Consolidated Financial Statements. Director(s) Director(s) on the Board of Directors. Equity Shareholder A holder of Equity Shares, from time to time. Equity Share(s) The equity shares of our Company of a face value of ₹10 each, unless otherwise specified in the context thereof Executive Directors Jagdish Prasad Agarwal and Kapil Agarwal Independent Director(s) The independent director(s) of our Company, in terms of Section 2(47) and Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI Listing Regulations Key Management Key management/ managerial personnel of our Company in accordance Personnel / KMP with Regulation 2(1)(bb) of the SEBI ICDR Regulations and as described in "Our Management - Key Managerial Personnel" on page 107. Limited Review Report Report dated November 12, 2022 prepared by the statutory auditors of our Company, M/s Ravi Sharma & Co, Chartered Accountants on the Unaudited Financial Results of our Company for the Six-month ended on September 30, 2022. Memorandum / Memorandum of association of our Company, as amended from time to Memorandum of time. Association / MoA Promoter(s) Mr. Jagdish Prasad Agarwal, Mrs. Geeta Devi Agarwal and Mr. Kapil Agarwal Promoter Group The persons and entities constituting the promoter group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations. Registered Office The registered office of our Company located at Survey No. 13, National Highway 48, Kempalinganahalli Village, Nelamangala Taluk, Bangalore (R) 562123 Karnataka Registrar of Companies/ The Registrar of Companies, Karnataka at Bangalore. RoC Shareholders / Equity The equity shareholders of our Company, from time to time. Shareholder Limited Review The limited review unaudited financial results for the Six months ended Unaudited Financial September 30, 2022 prepared in accordance with Regulation 33 of the Statements/ Limited SEBI (Listing Obligations and Disclosure Requirements) Regulations, Review Unaudited 2015, including the notes thereto. Financial Results 3 ISSUE RELATED TERMS Term Description Abridged Letter of Offer Abridged letter of offer to be sent to the Eligible Equity Shareholders of or ALOF our Company with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act. Additional Rights Shares The Equity Shares applied or allotted under this Issue in addition to the Rights Entitlement Allotment / Allot / Unless the context requires, the allotment of Equity Shares pursuant to Allotted /Allotment of the Issue Rights Equity Shares Allottee(s) Person(s) to whom Equity Shares are issued pursuant to the Issue Allotment Advice The note or advice or intimation of Allotment, sent to each successful Investor who has been or is to be Allotted the Equity Shares after approval of the Basis of allotment by the Designated Stock Exchange Allotment Date The date on which Allotment is made Applicant(s) or Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to Investors apply or make an application for the Equity Shares pursuant to the Issue in terms of this Letter of Offer Application Application made through 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 to subscribe to the Issue Shares at the Issue Price. Application Form The CAF and / or the EAF, as the case may be. Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at the Issue Price. Application Supported Application used by an ASBA Investor to make an application by Blocked Amount/ authorizing the SCSB to block the Application Money in a the ASBA ASBA Account maintained with the SCSB ASBA Account Account maintained with the SCSB and specified in the Application Form or the plain paper Application by the Applicant for blocking the amount mentioned in the Application Form or the plain paper Application ASBA Circulars Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/ ASBA/1/2009/30/12 dated December 30, 2009, SEBI circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, 2011 and the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/ CIR/P/2020/13 dated January 22, 2020 Bankers to the Company HDFC Bank Limited Bankers to the Issue HDFC Bank Limited 4 This is an excerpt of the original content. To continue reading it, access the original document here .

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