Draft Letter of Offer
February 23, 2023
For Eligible Equity Shareholders only
SAKUMA EXPORTS LIMITED
Corporate Identification Number: L51909MH2005PLC155765
Our Company was initially formed as a partnership firm in the name of Sakuma Exports on December 1, 1998 at Mumbai and was subsequently converted into a Public Limited Company under Part IX of the Companies Act, 1956 with the name of Sakuma Exports Limited vide Certificate of Incorporation dated August 31, 2005 and date of certificate of commencement of business September 05, 2005 issued by Registrar of Companies, Maharashtra. For details of changes in the registered office of our Company, please refer to the chapter entitled 'General Information' beginning on page no. 38 of the Draft Letter of Offer.
Registered Office: Aurus Chamber, A 301-302, Near Mahindra Tower, S S Amrutwar Lane, Worli-400013, Mumbai, Maharashtra, India;
Tel. No.: +91 22 24999021/ 22; Email:companysecretary@sakumaexportsltd.com; Website:www.sakumaexportltd.com;
Contact Person: Ms. Khyati Bipin Jobanputra, Company Secretary & Compliance Officer
OUR PROMOTERS: MR. SAURABH MALHOTRA and MS. KUSUM CHANDER MOHAN MALHOTRA
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SAKUMA EXPORTS LIMITED (THE "COMPANY" OR THE
"ISSUER") ONLY
ISSUE OF UP TO [●] EQUITY SHARES WITH A FACE VALUE OF RE. 1.00 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF [●] EACH INCLUDING A SHARE PREMIUM OF [●] PER RIGHTS EQUITY SHARE ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT UP TO Rs. 200.00 CRORES* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] DAY, [●] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 180.
- Assuming full subscription. Subject to finalization of the Basis of Allotments.
WILFUL DEFAULTER OR FRAUDULENT BORROWER
Neither our Company nor any of our Promoters or Directors has been categorized as a Wilful Defaulter or Fraudulent Borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines issued by the Reserve Bank of India.
GENERAL RISK
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of the contents of this Document. Specific attention of investors is invited to the statement of "Risk Factors" on page 20 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 Draft 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 Draft 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 make this Draft Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on the BSE Limited ("BSE") and National Stock Exchange Limited ("NSE") (the "Stock Exchanges"). Our Company has received 'in-principle' approval from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated [●] and [●], respectively. Our Company will also make an application to the Stock Exchanges to obtain the trading approval for the Rights Entitlements as required under the SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/13) dated January 22, 2020. For the purpose of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
FIRST OVERSEAS CAPITAL LIMITED | BIGSHARE SERVICES PRIVATE LIMITED | |||
1-2 Bhupen Chambers, Dalal Street, | Office No S6-2, 6th floor Pinnacle Business Park, | |||
Fountain, Mumbai - 400 001, | Next to Ahura Centre, Mahakali Caves Road, Andheri (East), | |||
Maharashtra, India | Mumbai - 400093, Maharashtra | |||
Tel No.: +91 22 4050 9999 | Tel No.: +91 22 62638200 | |||
Email:rushabh@focl.in/mala@focl.in | Email:rightsissue@bigshareonline.com | |||
Investor Grievance Email: investorcomplaints@focl.in | Investor Grievance Email:investor@bigshareonline.com | |||
Website: www.focl.in | Website: www.bigshareonline.com | |||
Contact Person: Mr. Rushabh Shroff / Ms. Mala Soneji | Contact Person: Mr. Vijay Surana | |||
SEBI Registration No: INM000003671 | SEBI Registration Number: INR000001385 | |||
ISSUE PROGRAMME | ||||
ISSUE OPENS ON: [●] | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSES ON: [●]# |
- 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 account of the Renouncees on or prior to the Issue Closing Date.
# Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 (thirty) 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
TITLE | PAGE NO. |
SECTION I - GENERAL | 1 |
Definitions And Abbreviations | 1 |
Notice To Investors | 10 |
Presentation Of Financial And Other Information | 12 |
Forward Looking Statements | 14 |
Summary Of This Draft Letter of Offer | 16 |
SECTION II - RISK FACTORS | 20 |
SECTION III - INTRODUCTION | 37 |
The Issue | 37 |
General Information | 38 |
Capital Structure | 45 |
Objects Of The Issue | 48 |
Statement Of Special Tax Benefits | 54 |
SECTION IV - ABOUT OUR COMPANY | 60 |
Industry Overview | 60 |
Business Overview | 72 |
Our Management | 80 |
SECTION V - FINANCIAL INFORMATION | 83 |
Financial Statements | 83 |
Accounting Ratios | 140 |
Management's Discussion And Analysis Of Financial Condition And Results Of Operations | 143 |
SECTION VI - LEGAL AND OTHER INFORMATION | 154 |
Outstanding Litigation And Defaults | 154 |
Government And Other Statutory Approvals | 167 |
Material information and Developments | 168 |
Other Regulatory And Statutory Disclosures | 169 |
SECTION VII - ISSUE RELATED INFORMATION | 179 |
Terms Of The Issue | 179 |
Restrictions On Foreign Ownership Of Indian Securities | 206 |
SECTION VIII - OTHER INFORMATION | 210 |
Material Contracts And Documents For Inspection | 210 |
Declarations | 212 |
SECTION I - GENERAL DEFINITIONS AND ABBREVIATIONS
This Draft 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, which you should consider when reading the information contained herein.
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 Draft Letter of Offer, but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in Summary of this Draft Letter of Offer, Statement of Special Tax Benefits, Financial Statements, Industry Overview, Outstanding Litigation and And Defaults, Material Information and Developments and Issue Related Information beginning on pages 16, 55, 84, 61, 155, 169 and 180 respectively, shall have the meaning given to such terms in such sections.
- GENERAL TERMS
Sakuma | Exports | Limited/ | Unless the context otherwise indicates or implies refers to Sakuma Exports | ||
SAKUMA / SEL / The Company/ | Limited, a public limited company incorporated under the provisions of the | ||||
Company/ We/ Us/ Our/ our | Companies Act, 1956 having its registered office at Aurus Chamber, A 301, | ||||
Company/ the Issuer Company | Near Mahindra Tower, | S S Amrutwar Lane, Worli-400013, Mumbai, | |||
Maharashtra, India | |||||
II. COMPANY RELATED TERMS | |||||
TERM | DESCRIPTION | ||||
Act/ Companies Act | The Companies Act, 2013 and Companies Act, 1956 to the extent applicable. | ||||
Articles / Articles of Association / | The Articles of Association of our Company, as amended from time to time | ||||
AoA | |||||
Auditor / Statutory Auditor | The statutory auditor of our Company, being M/s. M. L. Sharma & Co., | ||||
Chartered Accountants | |||||
Audited | Financial | Statements/ | Audited Financial Statements refers to the audited report for the Financial | ||
Audit Reports | Years ending on March 31, 2022 | ||||
Board/ Board of Directors | Board of Directors of our Company, including any committees thereof | ||||
Chairman & Managing Director | Chairman & Managing | Director of our Company, being | Mr. Saurabh | ||
Malhotra | |||||
Chief Financial Officer | Chief financial officer of our Company, being Mr. Devesh Mishra | ||||
Company Secretary & Compliance | Company Secretary & Compliance Officer of our Company in this case | ||||
Officer | being, Ms. Khyati Bipin Jobanputra | ||||
Director(S) | The director(s) on the Board of our Company, unless otherwise specified | ||||
Equity Shareholder/ Shareholders | A holder of Equity Shares | ||||
Equity Shares | The equity shares of our Company of a face value of Re. 1.00 each, unless | ||||
otherwise specified in the context thereof. | |||||
The independent director(s) of our Company, in terms of Section 2(47) and | |||||
Independent Director(s) | Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI | ||||
Listing Regulations. | |||||
Internal Auditor | M/s Mehta Singhvi & Associates, Chartered Accountants | ||||
Key Management Personnel / KMP | Key management/ managerial personnel of our Company | in accordance | |||
with Regulation 2(1)(bb) of the SEBI ICDR Regulations and | as described | ||||
in "Our Management - Key Managerial Personnel" on page no. 81 | |||||
Limited review unaudited consolidated financial information of the | |||||
Limited Review Report | Company for the nine months period ended December 31, 2022 and | ||||
December 31, 2021, which comprises the unaudited consolidated balance |
1
sheet as at December 31, 2022 and December 31, 2021 and the related | |||||
unaudited consolidated statement of profit and loss (including other | |||||
comprehensive income) for the quarter and nine months ended December 31, | |||||
2022 and December 31, 2021 | |||||
Memorandum / Memorandum | of | Memorandum of association of our Company, as amended from time to time | |||
Association / MoA | |||||
Promoter(s) | Mr. Saurabh Malhotra and Ms. Kusum Chander Mohan Malhotra | ||||
Persons and entities forming part of the promoter group of our Company as | |||||
determined in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations | |||||
and as disclosed by our Company in the filings made with the Stock | |||||
Exchange under the SEBI Listing Regulations. The name of Promoter | |||||
Group is as follows: | |||||
1) | Mrs. Vanitha Malhotra | ||||
2) | Ms. Shipra Malhotra | ||||
3) | Ms. Tanya Meditratta | ||||
4) | G.M.K. System & Logistics Private Limited | ||||
5) | Sakuma Finvest Private Limited | ||||
Promoter Group | 6) | Sakuma Infrastructure & Realty Private Limited | |||
7) | C.K.K. Retailmart Private Limited (formerly known as C.K.K. Exports | ||||
Private Limited) | |||||
8) | LT Sagar Coastal Transport Private Limited | ||||
9) | Marwar Consultancy Private Limited | ||||
10) MS Port Terminal Private Limited | |||||
11) Sakuma Warehousing Private Limited | |||||
12) Sukriti Trading LLP | |||||
13) Samavama Infra Realty Private Limited | |||||
14) Kuma Infra Realty Private Limited | |||||
15) MKG Infra and Realty Private Limited | |||||
The registered office of our Company located at Aurus Chamber, A 301, | |||||
Registered Office | Near Mahindra Tower, S S Amrutwar Lane, Worli-400013, Mumbai, | ||||
Maharashtra, India | |||||
Registrar of Companies/ / Registrar | The Registrar of Companies, Maharashtra situated at 100, Everest, Marine | ||||
of Companies, Maharashtra/ RoC | Drive, Mumbai-400 002, Maharashtra, India. | ||||
Secretarial Auditor of the Company | M/s P.P. Shah & Co. Practising Company Secretaries | ||||
Statutory Auditors | The current statutory auditors of our Company, Viz., M/s. M. L. Sharma & | ||||
Co., Chartered Accountants | |||||
Companies or body corporates constituting the subsidiary of our Company as | |||||
determined in terms of Section 2(87) of the Companies Act, in our case the | |||||
subsidiary of our Company namely; | |||||
1) | Sakuma Exim DMCC, | ||||
Subsidiaries | 2) Sakuma Exports PTE Limited, | ||||
3) | Sakuma Exports (Ghana) Limited., | ||||
4) | Sakuma Exports Tanzania Private Limited., | ||||
5) | GK Exim FZE, and | ||||
6) | Sakuma Exports Canada Limited | ||||
III. ISSUE RELATED TERMS | |||||
TERM | DESCRIPTION | ||||
Abridged Letter of Offer / | The abridged letter of offer to be sent to the Eligible Equity Shareholders of our | ||||
ALOF | Company with respect to this Issue in accordance with 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 | ||||
Shares | Rights Entitlement | ||||
Allot / Allotted / Allotment | Unless the context otherwise requires, the allotment of Rights Equity Shares | ||||
pursuant to the Issue. | |||||
Allotment Accounts | The accounts opened with the Bankers to this Issue, into which the Application | ||||
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Sakuma Exports Limited published this content on 08 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2023 11:06:09 UTC.