genesis colors · pdf filedraft red herring prospectus dated september 28, 2016 please read...
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DRAFT RED HERRING PROSPECTUSDated September 28, 2016
Please read Section 32 of the Companies Act 2013(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Building Offer
GENESIS COLORS LIMITEDOur Company was incorporated as Genesis Retail Private Limited on November 23, 1998, as a private limited company under the Companies Act 1956, at New Delhi, with a certificate of incorporation granted by the Registrar of Companies, National Capital Territory of Delhi and Haryana (RoC). A fresh certificate of incorporation consequent to the change in our Companys name to Genesis Colors Private Limited was issued by the RoC on September 14, 2001. Pursuant to a change in the location of our registered office from New Delhi to Gurgaon, the RoC issued a fresh certificate of incorporation dated March 20, 2015. Further, pursuant to the conversion of our Company to a public limited company, our name was changed to Genesis Colors Limited and the RoC issued a fresh certificate of incorporation on September 16, 2016. For details of changes in name and registered office of our Company, see History and Certain Corporate Matters on page 126.
Corporate Identity Number: U51311HR1998PLC054949Registered and Corporate Office:51-52, Udyog Vihar, Phase IV, Gurgaon,122001, Haryana,IndiaTel: +91 1244181 111 Fax: +91 124418 1112
Contact Person: Ms. Meenu Juneja, Company Secretary and Compliance Officer Tel:+91 124418 1040Fax:+91 124 418 1112E-mail: [email protected]: www.genesiscolors.com
OUR PROMOTERS: MR. SANJAY KAPOOR AND SANJAY KAPOOR TRUST
INITIAL PUBLIC OFFERING OF UP TO [] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (THE EQUITY SHARES) OF GENESIS COLORS LIMITED (OUR COMPANY OR THE COMPANY OR THE ISSUER) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ` [] PER EQUITY SHARE) (THE OFFER PRICE) AGGREGATING UP TO [] MILLION (THE OFFER) COMPRISING A FRESH ISSUE OF [] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO `3,800 MILLION AND AN OFFER FOR SALE OF UPTO 1,916,741 EQUITY SHARES AGGREGATING TO ` [] MILLION BY THE SELLING SHAREHOLDERS, INCLUDING UPTO 859,219 EQUITY SHARES AGGREGATING TO ` [] MILLION BY HEP MAURITIUS LIMITED, UP TO 130,006 EQUITY SHARES AGGREGATING TO ` [] MILLION BY SEMINARY TIE-UP PRIVATE LIMITED, UP TO 556,316 EQUITY SHARES AGGREGATING TO ` [] MILLION BY MAYFIELD FVCI, LTD., UP TO 161,065 EQUITY SHARES AGGREGATING TO ` [] MILLION BY ICP HOLDINGS I, UP TO 70,047 EQUITY SHARES AGGREGATING TO ` [] MILLION BY PRANAV ANSAL & SON HUF, UP TO 70,044 EQUITY SHARES AGGREGATING TO ` [] MILLION BY MS. KUSUM ANSAL AND UP TO 70,044 EQUITY SHARES AGGREGATING TO ` [] MILLION BY MS. SHEETAL ANSAL (OFFER FOR SALE). THE OFFER SHALL CONSTITUTE []% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE INSTITUTIONAL SELLING SHAREHOLDERS (AS DEFINED BELOW), IN CONSULTATION WITH THE GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (THE GCBRLMs) AND BOOK RUNNING LEAD MANAGER (BRLM) AND WILL BE ADVERTISED IN [] EDITIONS OF [] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND [] EDITIONS OF [] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, HINDI ALSO BEING THE REGIONAL LANGUAGE IN THE PLACE WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (THE BSE) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE NSE, AND TOGETHER WITH THE BSE, THE STOCK EXCHANGES) FOR THE PURPOSES OF UPLOADING ON THEIR RESPECTIVE WEBSITES.
THE FACE VALUE OF THE EQUITY SHARE IS `10 EACHIn case of a revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after revision of the Price Band subject to the Bid/Offer Period not exceeding a total of 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the websites of the GCBRLMs and BRLM, and at the terminals of the members of the Syndicate and by intimation to Self Certified Syndicate Banks (SCSBs), the Registered Brokers,Collecting Registrar and Share Transfer Agents (CRTAs)and Collecting Depository Participants (CDPs).The offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), through the Book Building Process and in compliance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI ICDR Regulations), wherein at least 75% of the Offer shall be Allotted to Qualified Institutional Buyers (QIBs) (the QIB Category), provided that the Company and HEP Mauritius Limited, Mayfield FVCI, Ltd. and ICP Holdings I (the Institutional Selling Shareholders)may, in consultation with the GCBRLMs and BRLM, allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the Anchor Investor Portion), of which one-third is to be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Category shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not more that 10% of the Offer shall be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All Investors (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (ASBA) process, and shall provide details of their respective bank account in which the Bid amount will be blocked by the Self Certified Syndicate Banks (SCSBs).Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process.For details, see OfferProcedure on page 327.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ` 10 and the Floor Price and Cap Price are [] times and [] times of the face value of the Equity Shares, respectively. The Offer Price (as determined and justified by our Company and the Institutional Selling Shareholders in consultation with the GCBRLMs and BRLM, in accordance with with SEBI ICDR Regulations, and as stated in Basis for OfferPrice on page 87) 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 or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 16.
ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each Selling Shareholder accepts responsibility for and confirms that the information relating to itself and the Equity Shares being offered by it in the Offer for Sale contained in this Draft Red Herring Prospectus are true and correct in all material aspects and are not misleading in any material respect. Each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to the Company or the other Selling Shareholders in this Draft Red Herring Prospectus.
LISTINGThe Equity Shares issued though the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [] an