100 % fixed price issue bombay super hybrid seeds super hybrid seeds limited 2 section 1 – general...

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  • PROSPECTUS

    Dated: April 04, 2018

    Please read Section 26 & 32 of the Companies Act, 2013

    100 % Fixed Price Issue

    BOMBAY SUPER HYBRID SEEDS LIMITED (Formerly known as Bombay Super Hybrid Seeds Private Limited) Corporate Identity Number: - U01132GJ2014PLC080273

    Our Company was originally incorporated as Jadavjibhai Devrajbhai Patel a partnership firm formed and registered under the provisions of the Partnership Act, 1932 (Reg.

    No. GUJ-RJT-71371) on April 01, 2000, further the name of the Partnership firm was changed to Patel Jadavjibhai Devrahbhai vide Partnership deed dated October 01,

    2012. Subsequently, the name of the Partnership Firm was changed to Bombay Super Agriseeds vide Partnership deed dated April 01, 2014. Subsequently, the name of the

    Partnership Firm was changed to Bombay Super Hybrid Seeds vide Partnership deed dated June 28, 2014. Subsequently, the partnership firm was converted into Company

    and the name was changed to Bombay Super Hybrid Seeds Private Limited on July 28, 2014 under the provisions of Companies Act, 2013 vide certificate of incorporation

    issued by the Registrar of Companies, Ahmedabad, Gujarat,. Subsequently, pursuant to shareholders resolution passed in the Extra-ordinary General Meeting held on August

    21, 2017 our Company was converted into a public company and consequently name was changed to Bombay Super Hybrid Seeds Limited vide fresh certificate of

    incorporation dated September 14, 2017 issued by Registrar of Companies, Ahmedabad, Gujarat. For details of the changes in our name and registered office, please refer to

    the chapter titled History and Corporate Structure beginning on page 170 of this Prospectus.

    Registered Office: Shrinathji Industrial Estate, Plot No.-11, Near Kuvadava GIDC, 8-B, National Highway, Rajkot 360023, Gujarat, India.

    Contact Person: Ms. Mona K. Rathod (Company Secretary & Compliance officer) Tel No: +91-9687967096,

    E-mail: cs@bombaysuper.in Website: http://www.bombaysuperseeds.com

    Promoter of our Company: Mr. Arvindkumar Jadavbhai Kakadia and Mr. Kiritkumar Jadavjibhai kakadia

    THE ISSUE

    PUBLIC ISSUE OF 17,32,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (EQUITY SHARES) OF BOMBAY SUPER HYBRID SEEDS LIMITED (

    OUR COMPANY OR THE ISSURE) FOR CASH AT A PRICE Rs. 60/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. 50/- PER EQUITY

    SHARE) (ISSUE PRICE) AGGREGATING TO Rs. 1039.20 LAKHS (THE ISSUE), OF WHICH 88,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH

    FOR A CASH PRICE OF Rs. 60/- PER EQUITY SHARE, AGGREGATING TO Rs. 52.80 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET

    MAKER (MARKET MAKER RESERVATION PORTION). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 16,44,000

    EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH AT AN ISSUE PRICE OF Rs. 60/- PER EQUITY SHARE AGGREGATING TO Rs. 986.40 LAKHS (IS

    HEREINAFTER REFERRED TO AS THE NET ISSUE). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.41% AND 25.07%, RESPECTIVELY OF

    THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF

    THE ISSUE" BEGINNING ON PAGE 279 OF THIS PROSPECTUS.

    THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE IS RS. 60/-. THE ISSUE PRICE IS 6.00 TIMES OF THE FACE VALUE.

    THIS ISSUE IS BEING MADE IN TERMS OF CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

    DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 (THE SEBI ICDR REGULATIONS), AS AMENDED. THIS ISSUE IS A FIXED PRICE ISSUE AND

    ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 43(4) OF THE SEBI (ICDR) REGULATIONS, 2009, AS

    AMENDED. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED ISSUE PROCEDURE BEGINNING ON PAGE 289 OF THIS PROSPECTUS.

    In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential Investors shall participate in the Issue only through an Application Supported by Blocked Amount

    ("ASBA") process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For further details, please refer to

    section titled "Issue Procedure" beginning on page no. 289 of this Prospectus.

    The Copy of This Prospectus would be Delivered For Registration To The Registrar Of Companies As Required Under Section 26 of the Companies Act, 2013

    ELIGIBLE INVESTORS

    For details in relation to Eligible Investors, please refer to section titled Issue Procedure beginning on page 289 of this Prospectus.

    RISK IN RELATION TO THE FIRST ISSUE

    This being the first public 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

    of the Company is Rs. 10.00 per equity share and the Issue Price is 6.00 times of the face value. The Issue Price (has been determined and justified by our Company in consultation

    with the Lead Manager as stated under the paragraph Basis for Issue Price on page 94 of this Prospectus) 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 and/or sustained trading in the Equity Shares of our Company or 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 Prospectus. Specific attention of the investors is invited to the

    section titled Risk Factors beginning on page 18 of this Prospectus.

    ISSUERS ABSOLUTE RESPONSIBILITY

    The Company having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 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 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 Prospectus are proposed to be listed on the SME Platform of National Stock Exchange of India Limited (NSE i.e. NSE EMERGE

    PLATFORM). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended, our Company has received an in-principle approval letter dated March 22, 2018

    from NSE for using its name in this offer document for listing of our shares on the SME EMERGE Platform of NSE. For the purpose of this Issue, the Designated Stock Exchange

    will be National Stock Exchange of India Limited.

    LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

    MONARCH NETWORTH CAPITAL LIMITED,

    Address - Monarch House, Opp., Ishwar Bhuvan, Commerce Six Road,

    Navrangpura, Ahmedabad - 380014. Tel. No. 079 6600 0500/ 700

    Website: https://www.mnclgroup.com/ Email: shivam.patel@mnclgroup.com Investor Grievance Email: mbd@mnclgroup.com

    Contact Person: Mr. Shivam Patel SEBI Regn. No. MB/ INM000011013

    SKYLINE FINANCIAL SERVICES PRIVATE LIMITED,

    Address - 4A9, Gundecha Onclave, Kherani Road, Sakinaka, Mumbai 400072 Tel. No. - +91-22-28511022 / 62215779 Website: www.skylinerta.com Email: virenr@skylinerta.com SEBI Regn. No. INE 000003241

    Investor Grievance Email: grievances@skylinerta.com Contact Person: Virender Rana / Subhash Dhingreja

    ISSUE PROGRAMME

    ISSUE OPENS ON: APRIL 12, 2018 ISSUE CLOSES ON: APRIL 17, 2018

  • BOMBAY SUPER HYBRID SEEDS LIMITED 1

    Contents

    SECTION 1 GENERAL ..................................................................................................................... 2

    DEFINITIONS AND ABBREVIATIONS ............................................................................................................. 2 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

    CURRENCY OF FINANCIAL PRESENTATION ............................................................................................. 14 FORWARD LOOKING STATEMENT .............................................................................................................. 16 SECTION II RISK FACTORS ......................................................................................................... 18

    SECTION III INTRODUCTION ..................................................................................................... 38

    SUMMARY OF INDUSTRY .............................................................................................................................. 38 SUMMARY OF BUSINESS ........................................................

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