HATSUN AGRO PRODUCT LIMITED Letter of Offer
December 3, 2022
For Eligible Equity Shareholders only
HATSUN AGRO PRODUCT LIMITED
Our Company was incorporated as a private limited company under the Companies Act, 1956 as "Hatsun Foods Private Limited" vide a certificate of incorporation dated March 4, 1986 issued by the Registrar of Companies, Tamil Nadu at Chennai (the "RoC"). Subsequently, the name of our Company was changed to "Hatsun Milk Food Private Limited" and a fresh certificate of incorporation was issued on August 7, 1995. The name of our Company was further changed to "Hatsun Milk Food Limited" and a fresh certificate of incorporation was issued by the RoC on August 11, 1995. The name of our Company was further changed to "Hatsun Agro Product Limited" pursuant to a fresh certificate of incorporation issued by the RoC on April 7, 1998. For details of the changes in the address of the registered office, please see the section entitled "General Information" on page 36.
Registered Office: No.41 (49), Janakiram Colony Main Road, Janakiram Colony, Arumbakkam, Chennai - 600 106; Telephone: +91 44 4365 9999
Corporate Office: Plot No. 14, TNHB, TN Housing Board, 'A' Road, Sholinganallur, Chennai - 600 119; Telephone: +91 44 2450 1622
Contact Person: G. Somasundaram, Company Secretary and Compliance Officer
E-mail: secretarial@hap.in; Website: www.hap.in
Corporate Identification Number: L15499TN1986PLC012747
OUR PROMOTER: CHANDRAMOGAN R.G.
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY
ISSUE OF UP TO 71,85,444 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF `1 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ` 419 PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF ` 418 PER EQUITY SHARE) AGGREGATING UP TO ` 30,107.02* LAKHS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN
THE RATIO OF 1 (ONE) RIGHTS EQUITY SHARE FOR EVERY 30 (THIRTY) FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON DECEMBER 8, 2022 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE SEE THE SECTION ENTITLED "TERMS OF THE ISSUE" ON PAGE 180.
*Assuming full subscription
WILFUL DEFAULTERS OR FRAUDULENT BORROWERS
Neither our Company, our Promoter nor Directors are categorized 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 of 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" on page 14 before making an investment in this Issue.
ISSUER'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") (collectively, 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 November 29, 2022, and November 30, 2022, respectively. Our Company will also make applications to NSE and BSE 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.
LEAD MANAGER | REGISTRAR TO THE ISSUE |
Axis Capital Limited | Link Intime India Private Limited |
1st Floor, Axis House | C 101, 247 Park |
C-2, Wadia International Centre P.B. Marg, Worli | L.B.S. Marg, Vikhroli (West) |
Mumbai 400 025 | Mumbai 400 083 |
Maharashtra, India | Maharashtra, India |
Telephone: + 91 22 4325 2183 | Telephone: +91 810 811 4949 |
E-mail: hap.rights@axiscap.in | E-mail: hatsunagro.rights@linkintime.co.in |
Investor grievance E-mail:complaints@axiscap.in | Investor Grievance e-mail: hatsunagro.rights@linkintime.co.in |
Website: www.axiscapital.co.in | Website: www.linkintime.co.in |
Contact person: Pratik Pednekar | Contact Person: Sumeet Deshpande |
SEBI Registration No.: INM000012029 | SEBI Registration Number: INR000004058 |
ISSUE PROGRAMME | ||
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION * | ISSUE CLOSES ON** |
Monday, December 19, 2022 | Tuesday, January 3, 2023 | Monday, January 9, 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.
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TABLE OF CONTENTS | |
NOTICE TO INVESTORS .......................................................................................................................................... | 7 |
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION ...................................... | 9 |
FORWARD LOOKING STATEMENTS ................................................................................................................. | 11 |
SUMMARY OF LETTER OF OFFER ..................................................................................................................... | 12 |
SECTION II - RISK FACTORS .................................................................................................................................. | 14 |
SECTION III: INTRODUCTION ................................................................................................................................ | 35 |
THE ISSUE ................................................................................................................................................................. | 35 |
GENERAL INFORMATION .................................................................................................................................... | 36 |
CAPITAL STRUCTURE ........................................................................................................................................... | 41 |
OBJECTS OF THE ISSUE ........................................................................................................................................ | 46 |
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................... | 54 |
SECTION IV: ABOUT OUR COMPANY ................................................................................................................... | 60 |
INDUSTRY OVERVIEW .......................................................................................................................................... | 60 |
OUR BUSINESS ......................................................................................................................................................... | 66 |
OUR MANAGEMENT .............................................................................................................................................. | 75 |
SECTION V: FINANCIAL INFORMATION ............................................................................................................. | 80 |
FINANCIAL STATEMENTS.................................................................................................................................... | 80 |
ACCOUNTING RATIOS......................................................................................................................................... | 145 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS .......................................................................................................................................................... | 147 |
SECTION VI: LEGAL AND OTHER INFORMATION ......................................................................................... | 164 |
OUTSTANDING LITIGATION AND DEFAULTS .............................................................................................. | 164 |
GOVERNMENT AND OTHER APPROVALS ..................................................................................................... | 169 |
MATERIAL DEVELOPMENTS ............................................................................................................................ | 170 |
OTHER REGULATORY AND STATUTORY DISCLOSURES......................................................................... | 171 |
SECTION VII: ISSUE INFORMATION ................................................................................................................... | 180 |
TERMS OF THE ISSUE .......................................................................................................................................... | 180 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................... | 207 |
SECTION VIII: STATUTORY AND OTHER INFORMATION ........................................................................ | 208 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. | 208 |
DECLARATION ...................................................................................................................................................... | 210 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless otherwise specified, shall have the meaning as provided below.
References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented, or re-enacted 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 Listing 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 the sections entitled "Summary of Letter of Offer", "Financial Statements", "Statement of Special Tax Benefits", "Outstanding Litigation and Defaults", "Terms of the Issue" on pages 12, 80, 54, 164 and 180 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.
Company Related Terms
Term | Description |
Articles of Association or | Articles of Association of our Company, as amended |
Articles |
"Our Company", "the Company", "the Issuer", "We" or "our" or "Us" or "Hatsun"
Hatsun Agro Product Limited, a public limited company incorporated under the companies Act, 1956 and having its registered office at No.41 (49), Janakiram Colony Main Road, Janakiram Colony, Arumbakkam, Chennai - 600 106.
Annual Financial | The audited financial statements of our Company as at and for the financial years ended |
Statements | March 31, 2022 (along with comparative financial statements for the year ended March 31, |
2021) prepared in accordance with applicable accounting standards, which comprises the | |
balance sheet as at March 31, 2022 (along with comparative balance sheet as at March 31, | |
2021) and the statement of profit and loss, including other comprehensive income, the | |
statement of cash flows and the statement of changes in equity for the year then ended, and | |
notes to the financial statements, including a summary of significant accounting policies and | |
other explanatory information. For details, please see the section entitled "Financial | |
Statements" on page 80. | |
Board of Directors or | Board of directors of our Company |
Board | |
Corporate Office | Plot No. 14, TNHB, TN Housing Board, 'A' Road, Sholinganallur, Chennai - 600 119 |
Director(s) | The directors on the Board of our Company, as may be appointed from time to time |
Equity Shares | Equity shares of face value of ₹1 each of our Company |
Executive Director(s) | Executive directors of our Company, unless otherwise specified |
Financial Statements | Annual Financial Statements and Unaudited Financial Results. For details, please see the |
section entitled "Financial Statements" on page 80 | |
Independent Director(s) | Independent directors on the Board, who are eligible to be appointed as independent directors |
under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. For | |
details, see "Our Management" on page 75. | |
Materiality Threshold | Materiality threshold adopted by our Company in relation to the disclosure of civil and tax |
proceedings involving our Company of an amount equivalent to or exceeding 1% of the profit | |
after tax of our Company for the year ended March 31, 2022 as per the Audited Financial | |
Statements; or in excess of 1% of the net worth of our Company as on March 31, 2022 as per | |
the Audited Financial Statements, whichever is lower, solely for the purpose of the Issue, | |
being ₹ 217.91 lakhs, which is 1% of the profit after tax of our Company for the year ended | |
March 31, 2022 and ₹ 1,108. 77 lakhs, which is 1% of the net worth of our Company as on | |
March 31, 2022, respectively. | |
Accordingly, ₹ 217.91 lakhs, which is 1% of the profit after tax of our Company for the year | |
ended March 31, 2022, has been considered as the Materiality Threshold for identification of | |
material litigation involving our Company. |
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Term | Description |
Memorandum | Memorandum of Association of our Company, as amended |
of Association or | |
Memorandum | |
Non-Executive Director(s) | A Director, not being an Executive Director of our Company |
Promoter | The promoter of our Company being Chandramogan R.G. |
Promoter Group | Promoter group of our Company as determined in terms of Regulation 2(1)(pp) of the SEBI |
ICDR Regulations, comprising Sathyan C., Lalitha C., Deviga Suresh, Vivin Srinesh, Dolly | |
Sathyan and Vismita Sathyan. | |
Registered Office | The registered office of our Company situated at No.41 (49), Janakiram Colony Main Road, |
Janakiram Colony, Arumbakkam, Chennai - 600 106 | |
Statutory Auditors | Statutory auditors of our Company namely, Deloitte Haskins & Sells LLP |
Unaudited Financial | The unaudited financial results of our Company as at and for the six-month period ended |
Results | September 30, 2022 (along with comparative unaudited financial results for our Company as |
at and for the six-months period ended September 30, 2021) |
Issue Related Terms
Term | Description |
Abridged Letter of Offer/ | The abridged letter of offer to be sent to the Eligible Equity Shareholders of our Company |
ALOF | with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations |
and the Companies Act | |
Additional Rights Equity | The Rights Equity Shares applied or allotted under this Issue in addition to the Rights |
Shares | Entitlement. |
Allotment/ Allot/ Allotted | Allotment of Rights Equity Shares pursuant to the Issue |
Allotment Accounts | The accounts opened with the Banker to this Issue, into which the Application Money lying |
credit to the Escrow Account and amounts blocked by Application Supported by Blocked | |
Amount in the ASBA Account, with respect to successful Applicants will be transferred on | |
the Transfer Date in accordance with Section 40(3) of the Companies Act. | |
Allotment Account Banks | Banks which are clearing members and registered with SEBI as bankers to an issue and with |
whom the Allotment Accounts will be opened, in this case being, Axis Bank Limited | |
Allotment Advice | Note, advice or intimation of Allotment sent to each successful Applicant who has been or |
is to be Allotted the Rights Equity Shares pursuant to the Issue. | |
Allotment Date | Date on which the Allotment is made pursuant to the Issue |
Allottee(s) | Person(s) to whom the Rights Equity Shares are Allotted Rights Equity pursuant to Issue |
Applicant(s) | Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application |
for the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer | |
Application | Application made through submission of the Application Form or plain paper Application to |
the Designated Branch(es) of the SCSBs or online/ electronic application through the website | |
of the SCSBs (if made available by such SCSBs) under the ASBA process | |
Application Form | Unless the context otherwise requires, an application form used by an Applicant to make an |
application for the Allotment of Rights Equity Shares in this Issue | |
Application Money | Aggregate amount payable at the time of Application i.e., ₹419 per Rights Equity Share in |
respect of the Rights Equity Shares applied for in the Issue at the Issue Price | |
Application Supported by | Application (whether physical or electronic) used by Applicant(s) to make an application |
Blocked Amount/ ASBA | authorizing the SCSB to block the Application Money in a specified bank account |
maintained with the SCSB | |
ASBA Account | An account maintained with SCSBs and as specified in the Application Form or plain paper |
Application, as the case may be, by the Applicant for blocking the amount mentioned in the | |
Application Form or in the plain paper Application | |
ASBA Applicant/ ASBA | Eligible Equity Shareholders proposing to subscribe to the Issue through ASBA process |
Investor | |
ASBA Circulars | Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/ASBA/1/2009/30/12 |
dated December 30, 2009, SEBI circular bearing reference number CIR/CFD/DIL/1/2011 | |
dated April 29, 2011 and the SEBI circular bearing reference number | |
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 | |
Banker to the Issue/ | Collectively, Escrow Collection Bank, Allotment Account Bank and Refund Bank, in this |
Escrow Collection Banks | case being Axis Bank Limited. |
Banker to the Issue | Agreement dated December 3, 2022 entered into by and among our Company, the Registrar |
Agreement | to the Issue, the Lead Manager and the Banker to the Issue for collection of the Application |
Money from Applicants/Investors, transfer of funds to the Allotment Account from the | |
Escrow Account and SCSBs, release of funds from Allotment Account to our Company and | |
other persons and where applicable, refunds of the amounts collected from Applicants/ | |
Investors and providing such other facilities and services as specified in the agreement. | |
Basis of Allotment | The basis on which the Rights Equity Shares will be Allotted to successful applicants in |
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Hatsun Agro Product Ltd. published this content on 07 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2022 13:02:03 UTC.
