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.

(This page is intentionally left blank)

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.

  1. 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

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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.