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GALAXY SURFACTANTS LIMITED

DRAFT RED HERRING PROSPECTUS Dated November 10, 2017 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Offer GALAXY SURFACTANTS LIMITED Our Company was originally incorporated as GALAXY SURFACTANTS Private LIMITED on May 20, 1986 at Mumbai, Maharashtra as a private LIMITED company under the Companies Act, 1956. Pursuant to a special resolution of our Shareholders dated January 24, 1995, our Company was converted into a public LIMITED company and our Company s name was changed to GALAXY SURFACTANTS LIMITED and a certificate of change of name dated March 13, 1995 was issued by the Registrar of Companies, Maharashtra at Mumbai ( RoC ). For details, see History and Certain Corporate Matters on page 146. Registered & Corporate Office: C-49/2, TTC Industrial Area, Pawne, Navi Mumbai 400 703 Contact Person: Mr.

1 SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS . Surfactants” Galaxy Surfactants Limited, a company incorporated under the Companies Act, 1956,

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Transcription of GALAXY SURFACTANTS LIMITED

1 DRAFT RED HERRING PROSPECTUS Dated November 10, 2017 Please read Section 32 of the Companies Act, 2013 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Offer GALAXY SURFACTANTS LIMITED Our Company was originally incorporated as GALAXY SURFACTANTS Private LIMITED on May 20, 1986 at Mumbai, Maharashtra as a private LIMITED company under the Companies Act, 1956. Pursuant to a special resolution of our Shareholders dated January 24, 1995, our Company was converted into a public LIMITED company and our Company s name was changed to GALAXY SURFACTANTS LIMITED and a certificate of change of name dated March 13, 1995 was issued by the Registrar of Companies, Maharashtra at Mumbai ( RoC ). For details, see History and Certain Corporate Matters on page 146. Registered & Corporate Office: C-49/2, TTC Industrial Area, Pawne, Navi Mumbai 400 703 Contact Person: Mr.

2 Niranjan Ketkar, Company Secretary and Compliance Officer Tel: +91 22 2761 6666; Fax: +91 22 2768 6523 Email: Website: Corporate Identity Number: U39877MH1986 PLC039877 OUR PROMOTERS: MR. UNNATHAN SHEKHAR, MR. GOPALKRISHNAN RAMAKRISHNAN, MR. SUDHIR DATTARAM PATIL AND MR. SHASHIKANT SHANBHAG INITIAL PUBLIC OFFERING OF UPTO 6,331,674 EQUITY SHARES OF FACE VALUE OF 10 EACH ( EQUITY SHARES ) OF GALAXY SURFACTANTS LIMITED ( COMPANY OR ISSUER ) FOR CASH AT A PRICE OF [ ] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [ ] PER EQUITY SHARE) ( OFFER PRICE ) AGGREGATING UPTO [ ] MILLION CONSISTING OF AN OFFER OF SALE BY PERSONS LISTED IN ANNEXURE A ( OFFER ). THE OFFER WILL CONSTITUTE [ ]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS 10 EACH.

3 THE PRICE BAND WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDERS COMMITTEE AND THE BOOK RUNNING LEAD MANAGERS ( BRLMS ) AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULATION WITH THE BRLMS AND WILL BE ADVERTISED IN [ ] EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER [ ], ALL EDITIONS OF THE HINDI NATIONAL DAILY NEWSPAPER [ ], AND MUMBAI EDITION OF THE MARATHI NEWSPAPER [ ] (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE OFFER OPENING DATE IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE SEBI REGULATIONS ), AND SUCH ADVERTISEMENT SHALL BE MADE AVAILABLE TO THE BSE LIMITED ( BSE ) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED ( NSE ) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.

4 In case of any revision in the Price Band, the Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Offer Period, if applicable, will be widely disseminated by notification to the BSE and the NSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and the terminals of the other members of the Syndicate. The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR ) read with Regulation 41 of the SEBI Regulations, and in compliance with Regulation 26(1) of the SEBI Regulations, wherein not more 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs ) ( QIB Category ), provided that our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Category to Anchor Investors on a discretionary basis in accordance with the SEBI Regulations ( Anchor Investor Category )

5 , of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Category (excluding the Anchor Investor Category) 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. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price.

6 All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount ( ASBA ) process, and provide details of their respective ASBA accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see Offer Procedure on page 353. RISKS IN RELATION TO THE FIRSTOFFER This being the first public offer of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 10 each and the Floor Price is [ ] times of the face value and the Cap Price is [ ] times of the face value. The Offer Price is [ ] the Floor Price. The Offer Price (determined and justified by our Company in consultation with Selling Shareholders Committee and the BRLMs, as stated in Basis for Offer Price on page 97) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed.

7 No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investment 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 entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this 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 offered in the Offer 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.

8 Specific attention of the investors is invited to Risk Factors on page 14. COMPANY S AND THE SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY Our 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.

9 Each of the Selling Shareholders severally and not jointly accept responsibility only for the statements made by it in this Draft Red Herring Prospectus and confirm that this Draft Red Herring Prospectus contains all information about itself as a selling shareholder and the Equity Shares offered by each of them in the Offer, and that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from each of the BSE and the NSE for the listing of the Equity Shares pursuant to their letters dated [ ] and [ ], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be the [ ].

10 A copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to the RoC in accordance with the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Offer Closing Date, see Material Contracts and Documents for Inspection on page 419. BOOK RUNNING LEAD MANAGERS REGISTRAR ICICI Securities LIMITED ICICI Centre Parekh Marg Churchgate Mumbai 400 020 Maharashtra, India Tel: +91 (22) 2288 2460 Fax: +91 (22) 2282 6580 E-mail: Website: Investor grievance E-mail: Contact person: Arjun A Mehrotra / Rupesh Khant SEBI registration number: INM000011179 Edelweiss Financial Services LIMITED 14th Floor, Edelweiss House Off. Road Kalina Mumbai 400 098 Maharashtra, India Tel: + 91 (22) 4009 4400 Fax : +91 (22) 4086 3610 E-mail: Investor grievance Email: Website: Contact person: Mohit Kapoor SEBI registration number: INM0000010650 JM Financial Institutional Securities LIMITED 7th Floor, Cnergy Appasaheb Marathe Marg Prabhadevi Mumbai 400 025 Maharashtra, India Tel: +91 (22) 6630 3030 Fax: +91 (22) 6630 3330 E-mail: Investor grievance email: Website: Contact person: Prachee Dhuri SEBI registration number: INM000010361 Link Intime India Private LIMITED C-101, 247 Park Lal Bahadur Shastri Marg Vikhroli West Mumbai 400 083 Maharashtra, India Tel: +91 (22) 4918 6200 Fax: +91 (22) 4918 6195 E-mail: Investor grievance E-mail: Website: Contact person: Shanti Gopalakrishnan SEBI registration number.