CAPRI GLOBAL CAPITAL LIMITED Letter of Offer
Dated February 13, 2023
For Eligible Equity Shareholders only
Please scan this QR code to view the Letter of Offer
Capri Global Capital Limited
Our Company was originally incorporated as "Daiwa Securities Limited" in Calcutta on November 15, 1994, as a public limited company under the Companies Act, 1956, with a certificate of incorporation granted by the Registrar of Companies, West Bengal at Calcutta. Our Company received the certificate of commencement of business from the Registrar of Companies, West Bengal at Calcutta on November 28, 1994. Subsequently, the name of our Company was changed to "Dover Securities Limited" and a fresh certificate of incorporation was granted by the Registrar of Companies, West Bengal at Calcutta, on May 19, 1999. The name of our Company was further changed to "Money Matters Financial Services Limited" and a fresh certificate of incorporation was issued by the Registrar of Companies, Maharashtra at Mumbai ("RoC") on October 6, 2008. The name of our Company was further changed to "Capri Global Capital Limited" and a fresh certificate of registration was issued by the RoC on July 24, 2013. For details of changes in name and registered office of our Company, see "General Information" beginning on page 73.
Registered and Corporate Office: 502, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India
Tel: +91 22 4088 8100/ 4582 2500
Contact Person: Yashesh Bhatt, Company Secretary and Compliance Officer
E-mail: secretarial@capriglobal.in; Website: www.capriloans.in
Corporate Identity Number: L65921MH1994PLC173469
PROMOTERS OF THE COMPANY: RAJESH SHARMA, JINISHA SHARMA, JAHNAVI SHARMA, RAGHAV SHARMA, RAMESH
CHANDRA SHARMA AND RAMESH CHANDRA SHARMA HUF
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF CAPRI GLOBAL CAPITAL LIMITED (THE"COMPANY" OR THE "ISSUER") ONLY
ISSUE OF UP TO 30,315,789# FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹2.00 EACH OF THE COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹475 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 473 PER EQUITY SHARE) AGGREGATING UP TO ₹14,400# MILLION ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 11 RIGHTS EQUITY SHARES FOR EVERY 64 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON FEBRUARY 17, 2023 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 349.
- Assuming full subscription. Subject to finalisation of the Basis of Allotment
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the 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 the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" beginning on page 22.
COMPANY'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 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 Limited ("BSE") and National Stock Exchange of India Limited ("NSE" together with BSE, the "Stock Exchanges"). Our Company has received "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their letters dated August 16, 2022 and August 5, 2022, respectively. Our Company will also make applications to BSE and NSE to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of the Issue, the Designated Stock Exchange is BSE Limited.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
ICICI Securities Limited | Link Intime India Private Limited |
ICICI Venture House | C-101, 1st floor, 247 Park |
Appasaheb Marathe Marg, Prabhadevi | L.B.S. Marg, Vikhroli (West) |
Mumbai 400 025 | Mumbai 400 083 |
Maharashtra, India | Maharashtra, India |
Tel: +91 22 6807 7100 | Tel: +91 22 4918 6200 |
E-mail: cgcl.rights@icicisecurities.com | E-mail: capri.rights@linkintime.co.in |
Investor Grievance ID: customercare@icicisecurities.com | Investor Grievance ID: capri.rights@linkintime.co.in |
Website: www.icicisecurities.com | Website: www.linkintime.co.in |
Contact Person: Rupesh Khant | Contact Person: Sumeet Deshpande |
SEBI Registration No.: INM000011179 | SEBI Registration No.: INR000004058 |
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET | ISSUE CLOSES ON** |
RENUNCIATION* | ||
FEBRUARY 27, 2023 | MARCH 6, 2023 | MARCH 10, 2023 |
*Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.
**Our Board or the Rights Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
# Assuming full subscription and Allotment in the Issue. Subject to finalisation of the Basis of Allotment and the Allotment of the Equity Shares.
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TABLE OF CONTENTS | |
NOTICE TO INVESTORS | 14 |
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION | 16 |
FORWARD LOOKING STATEMENTS | 18 |
SUMMARY OF LETTER OF OFFER | 19 |
SECTION II: RISK FACTORS | 22 |
SECTION III: INTRODUCTION | 57 |
THE ISSUE | 57 |
SELECTED STATISTICAL INFORMATION | 58 |
GENERAL INFORMATION | 73 |
CAPITAL STRUCTURE | 78 |
OBJECTS OF THE ISSUE | 81 |
STATEMENT OF SPECIAL TAX BENEFITS | 85 |
SECTION IV: ABOUT OUR COMPANY | 90 |
INDUSTRY OVERVIEW | 90 |
OUR BUSINESS | 123 |
OUR MANAGEMENT | 148 |
SECTION V: FINANCIAL INFORMATION | 152 |
FINANCIAL STATEMENTS | 152 |
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT | 300 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS | 302 |
SECTION VI: LEGAL AND OTHER INFORMATION | 337 |
OUTSTANDING LITIGATION AND DEFAULTS | 337 |
GOVERNMENT AND OTHER APPROVALS | 341 |
MATERIAL DEVELOPMENTS | 342 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 343 |
SECTION VII: ISSUE INFORMATION | 349 |
TERMS OF THE ISSUE | 349 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 372 |
RESTRICTIONS ON PURCHASES AND RESALES | 373 |
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS | 385 |
SECTION VIII: OTHER INFORMATION | 390 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 390 |
DECLARATION | 392 |
(i)
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates, requires or implies or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy as amended, supplemented, re-enacted, or modified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI LODR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.
The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Provided that terms used in "Summary of Letter of Offer", "Financial Statements", "Statement of Special Tax Benefits", "Outstanding Litigations and Defaults" and "Terms of the Issue" beginning on pages 19, 152, 85, 337 and 349 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections.
General Terms
Term | Description |
"Company", "Our Company", "the | Capri Global Capital Limited, a public limited company incorporated under the Companies Act, |
Company", "the Issuer" or "CGCL" | 1956 and having its registered and corporate office at 502, Tower A, Peninsula Business Park, |
Senapati Bapat Marg, Lower Parel Mumbai 400 013, Maharashtra, India | |
"We", "Our", "Us", or "our Group" | Unless the context otherwise requires, indicates or implies or unless otherwise specified, our |
Company and our Subsidiary on a consolidated basis, and for any date or period prior to January | |
14, 2022, our Company, our Subsidiary and Capri Global Resources Private Limited (ceased to be | |
our subsidiary with effect from January 14, 2022) on a consolidated basis | |
Company Related Terms
Term | Description | ||
2021 Audited Consolidated Financial | The audited consolidated financial statements of our Company as at for the year ended March 31, | ||
Statements | 2021, which comprises the consolidated balance sheet as at March 31, 2021, the consolidated | ||
statement of profit and loss, including other comprehensive income, the consolidated statement of | |||
cash flows and the consolidated statement of changes in equity for the year then ended, and notes | |||
to the consolidated financial statements, including a summary of significant accounting policies and | |||
other explanatory information | |||
2022 Audited Consolidated Financial | The audited consolidated financial statements of our Company as at for the year ended March 31, | ||
Statements | 2022, which comprises the consolidated balance sheet as at March 31, 2022, the consolidated | ||
statement of profit and loss, including other comprehensive income, the consolidated statement of | |||
cash flows and the consolidated statement of changes in equity for the year then ended, and notes | |||
to the consolidated financial statements, including a summary of significant accounting policies and | |||
other explanatory information | |||
ALCO | Asset-Liability Management Committee of our Company | ||
"Articles of Association" or "Articles" | Articles of Association of our Company, as amended from time to time | ||
Audit Committee | Audit committee of our Board | ||
Audited | Consolidated | Financial | The 2022 Audited Consolidated Financial Statements and the 2021 Audited Consolidated Financial |
Statements | Statements | ||
Auditors or Statutory Auditors | The current statutory auditors of our Company, being, M M Nissim & Co. LLP, Chartered | ||
Accountants | |||
1
Term | Description | ||
"Board of Directors", or "Board" or | The board of directors of our Company or any duly constituted committee thereof | ||
"our Board" | |||
Directors | Directors on our Board, as may be appointed from time to time | ||
Equity Shares | Fully paid-up equity shares of face value of ₹2 each of our Company | ||
ESOP 2009 | Money Matters Employee Stock Option Plan - 2009, as amended on May 9, 2014. For details, see | ||
"Capital Structure" on page 78 | |||
Group Companies | Group companies of our Company as determined in terms of Regulation 2(1)(t) of SEBI ICDR | ||
Regulations | |||
Independent Chartered Accountant | M/s SCA and Associates, Chartered Accountants | ||
Independent Director | A non-executive, independent Director appointed as per the Companies Act, 2013 and the SEBI | ||
LODR Regulations. For details of the Independent Directors, see "Our Management" beginning on | |||
page 148 | |||
Indirect Lending | Loans to other NBFCs and loans to borrowers secured by debt securities | ||
Key Managerial Personnel | Key managerial personnel of our Company determined in accordance with Regulation 2(1)(bb) of | ||
the SEBI ICDR Regulations and as disclosed in "Our Management" beginning on page 148 | |||
Materiality Threshold | Materiality threshold adopted by our Company in relation to the disclosure of outstanding civil | ||
litigation, including tax litigation, involving our Company and/or our Subsidiary, where the amount | |||
involved is ₹51.20 million (being 2.5% of the consolidated profit after tax of our Company, in terms | |||
of the 2022 Audited Consolidated Financial Statements) | |||
"Material Subsidiary" or "Subsidiary" | A subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth, | ||
or "CGHFL" | respectively, of our Company and our Subsidiary in the immediately preceding accounting year, | ||
being a Material Subsidiary of our Company, i.e., Capri Global Housing Finance Limited | |||
Memorandum of | Association or | Memorandum of Association of our Company, as amended from time to time | |
Memorandum | |||
Previous Statutory Auditors | The previous statutory auditors of our Company, being, M/s. Deloitte Haskins & Sells LLP | ||
Promoters | The promoters of our Company, being Rajesh Sharma, Jinisha Sharma, Jahnavi Sharma, Raghav | ||
Sharma*, Ramesh Chandra Sharma and Ramesh Chandra Sharma HUF#. For further details, please | |||
see "Capital Structure" on page 78 | |||
*Raghav Sharma is a minor being represented by Rajesh Sharma | |||
#Ramesh Chandra Sharma HUF does not hold any Equity Shares in our Company and has ceased | |||
to exist pursuant to the deed of partition dated November 11, 2021. Further, pursuant to the | |||
direction received from the Stock Exchanges, while Ramesh Chandra Sharma HUF was considered | |||
as a promoter for the shareholding pattern of our Company for the quarter ended June 30, 2022, it | |||
has not been considered as a promoter for the shareholding pattern of our Company for the quarters | |||
ended September 30, 2022 and December 31, 2022, based on the discussion with the Stock | |||
Exchanges. | |||
Promoter Group | Unless the context requires otherwise, the promoter group of our Company as determined in | ||
accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations namely Capri Global Holdings | |||
Private Limited and JJR Family Trust | |||
Registered and Corporate Office or | Registered and corporate office of our Company situated at 502, Tower A, Peninsula Business Park, | ||
Registered Office | Senapati Bapat Marg, Lower Parel Mumbai 400 013, Maharashtra, India | ||
Rights Issue Committee | Rights issue committee of our Board | ||
"Shareholders" | or | "Equity | Holders of the Equity Shares from time to time |
Shareholders" | |||
Special Purpose | Limited | Review | The special purpose unaudited consolidated financial information of the Company for the nine |
Consolidated Financial Information | months period ended December 31, 2022 and December 31, 2021, which comprises the special | ||
purpose unaudited consolidated interim balance sheet as at December 31, 2022 and December 31, | |||
2021 and the related special purpose unaudited consolidated interim statement of profit and loss | |||
(including other comprehensive income) for the quarter and nine months ended December 31, 2022 | |||
and December 31, 2021 along with explanatory notes thereon reviewed in accordance with Standard | |||
on Review Engagements ('SRE') 2410 | |||
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Capri Global Capital Ltd. published this content on 14 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 February 2023 09:39:09 UTC.
