Pharma DRHP Final 24 March 2011. 6 AM - · PDF fileENAM SECURITIES PRIVATE LIMITED 801,...
Transcript of Pharma DRHP Final 24 March 2011. 6 AM - · PDF fileENAM SECURITIES PRIVATE LIMITED 801,...
C M Y K
C M Y K
In case of revision in the Price Band, the Bid/Issue Period shall be extended for at least three (3) additional Working Days after such revision of the Price Band, subject tothe Bid/Issue Period not exceeding ten (10) Working Days. Any revision in the Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated bynotification to the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) and by issuing a press release and also by indicatingthe change on the websites of the BRLMs and at the terminals of the Syndicate Members.This is an Issue of atleast 25.00% of the post-Issue capital in accordance with Rule 19(2)(b)(i) of the Securities Contracts Regulations Rules, 1957, as amended (SCRR). ThisIssue is being undertaken as per Sub-Regulation (1) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended(SEBI ICDR Regulations) and through a Book Building Process wherein not more than 50% of the Net Issue will be available for allocation on a proportionate basis toQualified Institutional Buyers (QIB and such portion being referred to as QIB Portion). Our Company in consultation with the Selling Shareholders and the BRLMs mayconsider participation by Anchor Investors in the Net Issue for upto 30% of the QIB Portion, in accordance with the SEBI ICDR Regulations at or above the Anchor InvestorPrice, out of which atleast one-third will be available for allocation to the domestic Mutual Funds only. In the event of under-subscription or non-allocation, if any, in theAnchor Investor Portion, the balance Equity Shares shall be added to the remaining QIB Portion. 5% of the QIB Portion (excluding Anchor Investor Portion, if any) shallbe available for allocation on a proportionate basis to Mutual Funds only and the remaining QIB Portion shall be available for allocation on a proportionate basis to all QIBs,including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If the aggregate demand by Mutual Funds is less than 5% of the QIB Portion(excluding the Anchor Investor Portion, if any), the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the QIB Portion (excludingthe Anchor Investor Portion, if any) and be available for allocation proportionately to the QIB Bidders. Further not less than 15% of the Net Issue shall be available forallocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to RetailIndividual Bidders subject to valid Bids being received from them at or above the Issue Price. Further, up to 200,000 Equity Shares shall be available for allocation on aproportionate basis to Eligible Employees, subject to valid Bids being received at or above the Issue Price, provided that the value of allotment to a single Eligible Employeedoes not exceed ` 200,000 and such reservation does not exceed 5% of the Post Issue Share Capital of our Company. For further details please refer to the chapter titled IssueProcedure and Issue Structure on pages 373 and 362 respectively. Potential Investors may participate in this Issue through an Application Supported by Blocked Amount(ASBA) process providing details of their respective bank accounts in which the corresponding Bid amounts will be blocked by the Self Certified Syndicate Banks (SCSB).
IPO GRADINGThis Issue has been graded by [] as [] (pronounced []), indicating [] through its letter dated [] and [] as [] (pronounced []), indicating [] through its letterdated []. For further details, please refer to the chapter titled General Information beginning on page 17.
RISKS IN RELATION TO THE FIRST ISSUEThis being the first public issue of Equity Shares of our Company, subsequent to the delisting of Equity Shares of our Company, there has been no formal market for the EquityShares of our Company. The face value of the Equity Shares is `10 each and the Issue Price is [] times of the face value at the lower end of the Price Band and []times of the face value at the higher end of the Price Band. The Issue Price (as determined and justified by our Company in consultation with the Selling Shareholdersand the BRLMs as stated in the chapter Basis for Issue Price on page 61 on the basis of assessment of market demand for the Equity Shares by way of the Book BuildingProcess) 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 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 RISKSInvestments in equity and equity related securities involves a degree of risk and investors should not invest any funds in this Issue unless they can afford to take therisk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investmentdecision, investors must rely on their own examination of our Company and this Issue including the risks involved. The Equity Shares offered in this Issue have notbeen recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Draft Red HerringProspectus. Specific attention of the investors is invited to the section titled Risk Factors beginning on page xviii.
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 regardto our Company and the Issue, which is material in the context of this Issue; that the information contained in this Draft Red Herring Prospectus is true and correct inall 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 misleadingin any material respect. Each Selling Shareholder accepts responsibility that this Draft Red Herring Prospectus contains the requisite information in relation to itselfas a Selling Shareholder and in relation to the Equity Shares held by it to be offered and sold in the Offer for Sale and which is material in the context of this Issue andthat this information is true and correct in all material aspects and is not misleading.
LISTINGThe Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. The in-principle approvals from BSE and NSE for listing the EquityShares have been received pursuant to letter no. [] dated [] and letter no. [] dated [] respectively. For the purposes of the Issue, [] shall be the Designated Stock Exchange.
Our Company was incorporated on April 2, 1993 as Merven Drug Products Private Limited with the Registrar of Companies, Andhra Pradesh, Hyderabad. The status ofour Company was changed to a public limited company on April 24, 1993 and the name of our Company was changed to Merven Drug Products Limited pursuant to aFresh Certificate of Incorporation dated September 13, 1993 issued by the Registrar of Companies, Andhra Pradesh, Hyderabad. Subsequently, with changes in controlof our Company, the name of our Company was changed to Vitara Merven Limited on January 9, 1998 and thereafter to Merven Drug Products Limited onSeptember 10, 1999. Pursuant to the Reverse Merger of Arch Commerz Private Limited with our Company the name of our Company was changed to Arch Commerz Limitedon January 2, 2004. The name of our Company was then changed to Arch Pharmalabs Limited pursuant to grant of Fresh Certificate of Incorporation datedMarch 11, 2004 by the Registrar of Companies, Andhra Pradesh, Hyderabad. The CIN of our Company is U24231MH1993PLC150891. For details of changes in our nameand our registered office, please refer to the chapter titled History and Certain Corporate Matters beginning on page 129.
Registered Office and Corporate Office: H Wing, 4th Floor, Tex Center, off Saki Vihar Road, Chandivali, Andheri (East), Mumbai 400 072 Tel No: + 91 22 3308 9200; Fax No: + 91 22 2847 1234; Website: www.archpharmalabs.com; E-mail: [email protected]
Contact Person: Vikas Kedia, Company Secretary and Compliance Officer, Tel No: + 91 22 2847 0588; Fax No: + 91 22 2847 1234; E-mail: [email protected]
ARCH PHARMALABS LIMITED
PROMOTERS OF OUR COMPANY Ajit Kamath, Manoj Jain, Rajendra Kaimal, Vidya Kamath, Bindu Jain, Ajit Annu Kamath (HUF), Manoj Jain (HUF), Arch Phytochemicals Private Limited,
Avant Capital Services Private Limited, Arch Impex Private Limited, AMR Investments Private Limited and Arch Pharmachem Limited
PUBLIC ISSUE OF [] EQUITY SHARES OF FACE VALUE `10 EACH (EQUITY SHARES) OF ARCH PHARMALABS LIMITED (COMPANY OR ISSUER)FOR CASH AT A PRICE OF `[] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[] PER EQUITY SHARE) (ISSUE PRICE) AGGREGATINGTO `[] MILLION, CONSISTING OF A FRESH ISSUE OF [] EQUITY SHARES BY OUR COMPANY AGGREGATING UPTO ` 1,350 MILLION (FRESHISSUE) AND AN OFFER FOR SALE OF 6,172,607 EQUITY SHARES BY INDIA ADVANTAGE FUND II, INDIA ADVANTAGE FUND V, RAINBOW FUND,DYNAMIC INDIA FUND I, LEVERAGE INDIA FUND AND SWISS TECHNOLOGY VENTURE CAPITAL FUND PRIVATE LIMITED (THE SELLINGSHAREHOLDERS) AGGREGATING TO `[] MILLION (OFFER FOR SALE). THE FRESH ISSUE AND THE OFFER FOR SALE ARE TOGETHER REFERREDTO AS THE ISSUE. THE ISSUE COMPRISES OF A NET ISSUE TO THE PUBLIC OF [] EQUITY SHARES (NET ISSUE) AND A RESERVATION OF UPTO200,000 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DE