LANDMARK CARS LIMITED PROSPECTUS
Dated December 16, 2022
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
Please scan this QR Code | LANDMARK CARS LIMITED | |||||||||||||||||||||||||
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CORPORATE IDENTITY NUMBER: U50100GJ2006PLC058553 | ||||||||||||||||||||||||||
REGISTERED OFFICE | CORPORATE OFFICE | CONTACT PERSON | E-MAILAND TELEPHONE | WEBSITE | ||||||||||||||||||||||
Landmark House, Opp. AEC, S.G. | Unit No. 201 to 203, | Amol Arvind Raje | E-mail: companysecretary@ | www.grouplandmark.in | ||||||||||||||||||||||
Highway, Thaltej, Near Gurudwara, | Landmark, | 2nd | Floor, | Company Secretary and Compliance | landmarkindia.net | |||||||||||||||||||||
Ahmedabad 380 059, Gujarat, India | G. M. Bhosale Marg, | Officer | Telephone: +91 22 6271 9040 | |||||||||||||||||||||||
Worli, Mumbai 400 018, | ||||||||||||||||||||||||||
Maharashtra, India | ||||||||||||||||||||||||||
OUR | PROMOTER - SANJAY KARSANDAS THAKKER | |||||||||||||||||||||||||
DETAILS OF THE OFFER | ||||||||||||||||||||||||||
SIZE OF FRESH | SIZE OF OFFER | TOTAL OFFER | ELIGIBILITY & SHARE | |||||||||||||||||||||||
ISSUE | FOR SALE | SIZE | RESERVATION AMONG QIBs, NIIs & RIIs | |||||||||||||||||||||||
Fresh Issue | 2,966,498* | Equity | 7,944,662* | Equity | 10,911,160* Equity | The Offer has been made pursuant to Regulation 6(1) of the SEBI ICDR | ||||||||||||||||||||
and Offer | Shares | aggregating | Shares | aggregating | Shares aggregating | Regulations. For further details, see "Other Regulatory and Statutory Disclosures | ||||||||||||||||||||
for Sale | to ₹ | 1,500.00* | to ₹ | 4,020.00* | to ₹ 5,520.00* | - Eligibility for the Offer" on page 400. For details of share reservation among | ||||||||||||||||||||
million | million | million | QIBs, NIIs, RIIs and Eligible Employees, see "Offer Structure" on page 416. | |||||||||||||||||||||||
The Offer includes a reservation of 21,834* Equity Shares aggregating to ₹10.00* million, for subscription by Eligible Employees (as defined below) constituting 0.06% of our post-Offer | ||||||||||||||||||||||||||
Equity Share capital. | ||||||||||||||||||||||||||
DETAILS OF THE OFFER FOR SALE | ||||||||||||||||||||||||||
NAME OF SELLING SHAREHOLDER | TYPE | NUMBER OF SHARES OFFERED/ AMOUNT | WEIGHTED AVERAGE | |||||||||||||||||||||||
COST OF | ||||||||||||||||||||||||||
(₹ IN MILLION) | ||||||||||||||||||||||||||
ACQUISITION (IN ₹)** | ||||||||||||||||||||||||||
TPG GROWTH II SF PTE. LTD. | Investor Selling Shareholder | 6,422,924* Equity Shares aggregating to ₹ 3,250.00* | 137.42 | |||||||||||||||||||||||
AASTHA LIMITED | Other Selling Shareholder | 1,225,296* Equity Shares aggregating to ₹ 620.00* | 9.36 | |||||||||||||||||||||||
SANJAY KARSANDAS THAKKER HUF | Other Selling Shareholder | 197,628* Equity Shares aggregating to ₹ 100.00* | 3.30 | |||||||||||||||||||||||
GARIMA MISRA | Individual Selling Shareholder | 98,814* Equity Shares aggregating to ₹ 50.00* | 3.30 | |||||||||||||||||||||||
** As certified by M/s Manubhai & Shah LLP, Chartered Accountants by way of their certificate dated December 16, 2022. | ||||||||||||||||||||||||||
RISKS IN RELATION TO THE FIRST OFFER | ||||||||||||||||||||||||||
The face value of the Equity Shares is ₹ 5. The Floor Price and Cap Price was determined by our Company and Selling Shareholders, in consultation with the BRLMs and the Offer Price | ||||||||||||||||||||||||||
was determined by our Company and Selling Shareholders, in consultation with the BRLMs, and on the basis of the assessment of market demand for the Equity Shares by way of the | ||||||||||||||||||||||||||
Book Building Process, as stated in "Basis for the Offer Price" on page 143 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are | ||||||||||||||||||||||||||
listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. | ||||||||||||||||||||||||||
GENERAL RISK | ||||||||||||||||||||||||||
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their | ||||||||||||||||||||||||||
entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their | ||||||||||||||||||||||||||
own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer 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 Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 28. | ||||||||||||||||||||||||||
ISSUER'S AND SELLING SHAREHOLDERS'ABSOLUTE RESPONSIBILITY | ||||||||||||||||||||||||||
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, | ||||||||||||||||||||||||||
which is material in the context of the Offer, that the information contained in this Prospectus 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 Prospectus as a whole or any of such information or | ||||||||||||||||||||||||||
the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders severally, and not jointly, accepts responsibility for and confirms | ||||||||||||||||||||||||||
that the statements specifically made or confirmed by such Selling Shareholder in this Prospectus solely to the extent of information specifically pertaining to itself and its portion of the | ||||||||||||||||||||||||||
Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. None of the Selling Shareholders | ||||||||||||||||||||||||||
assumes any responsibility for any other statement in this Prospectus, including, inter alia, any of the statements made by or relating to our Company or any other Selling Shareholder. | ||||||||||||||||||||||||||
LISTING | ||||||||||||||||||||||||||
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE and NSE. For the purposes of the Offer, BSE is the Designated | ||||||||||||||||||||||||||
Stock Exchange. Our Company has received 'in-principle' approvals from BSE and NSE for the listing of the Equity Shares pursuant to the letters each dated February 8, 2022. | ||||||||||||||||||||||||||
DETAILS OF BOOK RUNNING LEAD MANAGERS | ||||||||||||||||||||||||||
LOGO | NAME OF THE BRLM | CONTACT PERSON | E-MAILAND TELEPHONE | |||||||||||||||||||||||
Axis Capital Limited | Pratik Pednekar | E-mail:landmark.ipo@axiscap.in | ||||||||||||||||||||||||
Telephone: +91 22 4325 2183 | ||||||||||||||||||||||||||
ICICI Securities Limited | Harsh Thakkar/ Shekher Asnani | E-mail: landmark.ipo@icicisecurities.com | ||||||||||||||||||||||||
Telephone: +91 22 6807 7100 | ||||||||||||||||||||||||||
DETAILS OF REGISTRAR TO THE ISSUE | ||||||||||||||||||||||||||
Link Intime India Private Limited | Contact Person: Shanti Gopalkrishnan | E-mail:landmark.ipo@linkintime.co.in | ||||||||||||||||||||||||
Telephone: +91 22 4918 6200 | ||||||||||||||||||||||||||
BID/OFFER PROGRAMME | ||||||||||||||||||||||||||
ANCHOR INVESTOR | Monday, December 12, 2022 | BID/OFFER | Tuesday, December 13, 2022 | BID/OFFER | Thursday, December 15, 2022 | |||||||||||||||||||||
BIDDING DATE | OPENED ON | CLOSED ON | ||||||||||||||||||||||||
*Subject to finalisation of the Basis of Allotment. |
PROSPECTUS
Dated December 16, 2022
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
LANDMARK CARS LIMITED
Our Company was originally incorporated as "Landmark Insurance Broking Private Limited" at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated February 23, 2006, issued by the Registrar of Companies, Maharashtra at Mumbai ("RoC, Mumbai"). The name of our Company was subsequently changed to 'Landmark Cars Private Limited' pursuant to a fresh certificate of incorporation granted by the RoC, Mumbai on May 6, 2009. Subsequently, our Company was converted into a public limited company under the Companies Act, 2013, pursuant to the approval accorded by our Shareholders at their extra-ordinary general meeting held on November 10, 2021. Consequently, the name of our Company was changed to "Landmark Cars Limited" and a fresh certificate of incorporation consequent upon conversion from a private limited company to a public limited company was issued to our Company by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli at Ahmedabad ("RoC") on December 3, 2021. For further details relating to the changes in the name of our Company and the registered office of our Company, see "History and Certain Corporate Matters" on page 222.
Corporate Identity Number: U50100GJ2006PLC058553; Website: www.grouplandmark.in
Registered Office: Landmark House, Opp. AEC, S.G. Highway, Thaltej, Near Gurudwara, Ahmedabad 380 059, Gujarat, India; Telephone: +91 79 6618 5555;
Corporate Office: Unit No. 201 to 203, Landmark, 2nd Floor, G. M. Bhosale Marg, Worli, Mumbai 400 018, Maharashtra, India
Contact Person: Amol Arvind Raje, Company Secretary and Compliance Officer; Telephone: +91 22 6271 9040; E-mail: companysecretary@landmarkindia.net
THE PROMOTER OF OUR COMPANY IS SANJAY KARSANDAS THAKKER
INITIAL PUBLIC OFFERING OF 10,911,160* EQUITY SHARES OF FACE VALUE OF ₹5 EACH ("EQUITY SHARES") OF OUR COMPANY FOR CASH ATA PRICE OF ₹506 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 501 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO ₹5,520.00* MILLION ("OFFER"). THE OFFER COMPRISED A FRESH ISSUE OF 2,966,498* EQUITY SHARES AGGREGATING TO ₹ 1,500.00* MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 7,944,662* EQUITY SHARES ("OFFERED SHARES") AGGREGATING TO ₹ 4,020.00* MILLION, COMPRISING OF 6,422,924* EQUITY SHARES AGGREGATING TO ₹ 3,250.00* MILLION BY TPG GROWTH II SF PTE. LTD., 197,628* EQUITY SHARES AGGREGATING TO ₹ 100.00* MILLION BY SANJAY KARSANDAS THAKKER HUF, 1,225,296* EQUITY SHARES AGGREGATING TO ₹ 620.00*
MILLION BY AASTHA LIMITED AND 98,814* EQUITY SHARES AGGREGATING TO ₹ 50.00* MILLION BY GARIMA MISRA (TPG GROWTH II SF PTE. LTD., SANJAY KARSANDAS THAKKER HUF, AASTHA LIMITED AND GARIMA MISRA ARE COLLECTIVELY REFERRED TO AS THE "SELLING SHAREHOLDERS", AND EACH INDIVIDUALLY, AS A "SELLING SHAREHOLDER" AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE "OFFER FOR SALE").
THE OFFER INCLUDED A RESERVATION OF 21,834* EQUITY SHARES AGGREGATING TO ₹ 10.00* MILLION (CONSTITUTING UP TO 0.06 % OF THE POST-OFFERPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). OUR COMPANY AND THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BRLMs, OFFERED A DISCOUNT OF 9.49% TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION ("EMPLOYEE DISCOUNT"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER SHALL CONSTITUTE 27.56% AND 27.50%, RESPECTIVELY, OF THE POST-OFFERPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.
*subject to finalisation of the basis of allotment.
This Offer has been made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Our Company and the Selling Shareholders, in consultation with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion"). One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids received at or above the Offer Price. Further, not less than 15% of the Net Offer was made available for allocation to Non-Institutional Investors ("Non-InstitutionalPortion") of which one-third of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than
- 1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Net Offer was made available for allocation to Retail Individual Investors ("Retail Investor Portion") in accordance with the SEBI ICDR Regulations, subject to valid Bids received from them at or above the Offer Price. Further, Equity Shares would be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders, other than Anchor Investors, were required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBAAccounts, and UPI ID in case of UPI Bidders using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts were blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Banks under UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see "Offer Procedure" on page 420.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 5. The Offer Price, Floor Price or the Price Band 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 nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer 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 Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 28.
ISSUER'S AND SELLING SHAREHOLDERS'ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders severally, and not jointly, accepts responsibility for and confirms that the statements specifically made or confirmed by such Selling Shareholder in this Prospectus solely to the extent of information specifically pertaining to itself and its portion of the Equity Shares offered by it in the Offer for Sale, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. The Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, including, any of the statements made by or relating to our Company or any other Selling Shareholder.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received 'in-principle' approvals from BSE and NSE for the listing of the Equity Shares pursuant to the letters each dated February 8, 2022. For the purposes of the Offer, the Designated Stock Exchange is BSE. A copy of the Red Herring Prospectus has been filed and this Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection" on page 522.
BOOK RUNNING LEAD MANAGERS
REGISTRAR TO THE OFFER
Axis Capital Limited | ICICI Securities Limited | Link Intime India Private Limited | ||||||||
1st Floor, Axis House, C-2, Wadia International Centre | ICICI Venture House, Appasaheb Marathe Marg | C-101, 1st Floor, 247 Park, L.B.S. Marg | ||||||||
Pandurang Budhkar Marg, Worli, Mumbai 400 025, Maharashtra | Prabhadevi, Mumbai 400 025, Maharashtra | Vikhroli (West), Mumbai 400 083, Maharashtra | ||||||||
Telephone: +91 22 4325 2183 | Telephone: +91 22 6807 7100 | Telephone: +91 22 4918 6200 | ||||||||
E-mail: landmark.ipo@axiscap.in | E-mail:landmark.ipo@icicisecurities.com | E-mail: landmark.ipo@linkintime.co.in | ||||||||
Investor grievance e-mail: complaints@axiscap.in | Investor grievance e-mail: customercare@icicisecurities.com | Investor grievance e-mail: landmark.ipo@linkintime.co.in | ||||||||
Website: www.axiscapital.co.in | Website: www.icicisecurities.com | Website: www.linkintime.co.in | ||||||||
Contact person: Pratik Pednekar | Contact person: Harsh Thakkar/Shekhar Asnani | Contact person: Shanti Gopalkrishnan | ||||||||
SEBI registration number: INM000012029 | SEBI registration number: INM000011179 | SEBI registration number: INR000004058 | ||||||||
BID/OFFER PROGRAMME | ||||||||||
BID/OFFER OPENED ON | Tuesday, December 13, 2022* | BID/OFFER CLOSED ON | Thursday, December 15, 2022 |
*The Anchor investor Bidding date was one working day prior to the Bid/ Offer Opening Date, i.e., Monday, December 12, 2022
TABLE OF CONTENTS | |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, INDUSTRY AND MARKET DATA AND | |
CURRENCY OF PRESENTATION | 15 |
FORWARD-LOOKING STATEMENTS | 18 |
SUMMARY OF THIS OFFER DOCUMENT | 20 |
SECTION II - RISK FACTORS | 28 |
SECTION III - INTRODUCTION | 64 |
THE OFFER | 64 |
SUMMARY FINANCIAL INFORMATION | 66 |
SUMMARY FINANCIAL INFORMATION OF SUBSIDIARIES | 72 |
GENERAL INFORMATION | 111 |
CAPITAL STRUCTURE | 119 |
SECTION IV - PARTICULARS OF THE OFFER | 134 |
OBJECTS OF THE OFFER | 134 |
BASIS FOR THE OFFER PRICE | 143 |
STATEMENT OF SPECIAL TAX BENEFITS | 151 |
SECTION V - ABOUT OUR COMPANY | 155 |
INDUSTRY OVERVIEW | 155 |
OUR BUSINESS | 187 |
KEY REGULATIONS AND POLICIES IN INDIA | 216 |
HISTORY AND CERTAIN CORPORATE MATTERS | 222 |
OUR SUBSIDIARIES | 230 |
OUR MANAGEMENT | 237 |
OUR PROMOTER AND PROMOTER GROUP | 255 |
DIVIDEND POLICY | 258 |
SECTION VI - FINANCIAL INFORMATION | 259 |
RESTATED CONSOLIDATED FINANCIAL INFORMATION | 259 |
OTHER FINANCIAL INFORMATION | 326 |
RELATED PARTY TRANSACTIONS | 327 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 328 |
CAPITALISATION STATEMENT | 368 |
FINANCIAL INDEBTEDNESS | 369 |
SECTION VII - LEGAL AND OTHER INFORMATION | 373 |
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS | 373 |
GOVERNMENT AND OTHER APPROVALS | 389 |
GROUP COMPANIES | 395 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 397 |
SECTION VIII - OFFER RELATED INFORMATION | 410 |
TERMS OF THE OFFER | 410 |
OFFER STRUCTURE | 416 |
OFFER PROCEDURE | 420 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 440 |
SECTION IX - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION | 442 |
SECTION X - OTHER INFORMATION | 522 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 522 |
DECLARATION | 525 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus 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, rule, guidelines or policy and will include any amendments, clarifications, modifications, replacements or re-enactments thereto, from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document (as defined below), the definitions given below shall prevail.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations notified thereunder.
Notwithstanding the foregoing, terms in "Main Provisions of the Articles of Association", "Statement of Special Tax Benefits", "Industry Overview", "Basis for the Offer Price", "Key Regulations and Policies in India", "Restated Consolidated Financial Information" and "Outstanding Litigation and Other Material Developments", on pages 442, 151, 155, 143, 216, 259 and 273 will have the meaning ascribed to such terms in those respective sections.
General terms
Term | Description |
our Company / the Company / | Landmark Cars Limited, a public limited company incorporated under the Companies Act, 1956 and |
Parent/ the Issuer | having its Registered Office at Landmark House, Opp. AEC, S.G. Highway, Thaltej, Near |
Gurudwara Ahmedabad 380 059, Gujarat, India | |
we/ us/ our | Unless the context otherwise indicates or implies, refers to our Company together with our |
Subsidiaries, on a consolidated basis | |
Company and Selling Shareholders related terms |
Term | Description | |
After-sales service and spare parts | Revenue from sales of spare parts, lubricants, accessories and income from incentives and | |
revenue | schemes from OEMs pertaining to after-sales revenue | |
Average revenue earned for each | Sum of (i) revenue from sale of spares, lubricants and others and (ii) sale of services divided by | |
vehicle serviced | the number of vehicles serviced | |
AMPL | Automark Motors Private Limited | |
AoA/ Articles | of Association/ | The articles of association of our Company, as amended |
Articles | ||
Audit Committee | Audit committee of the Board, described in "Our Management-CorporateGovernance" on page | |
244 | ||
Auditors/ Statutory Auditors | The statutory auditors of our Company, currently being Deloitte Haskins & Sells, Chartered | |
Accountants | ||
Benchmark Cars | The tradename of our Company | |
BMPL | Benchmark Motors Private Limited | |
Board/ Board of Directors | The board of directors of our Company, or a duly constituted committee thereof | |
BYD | BYD India Private Limited | |
Capital Employed | Sum of non-current borrowings, current borrowings, vehicle floor plan, and total equity | |
Chief Financial Officer/ CFO | Chief financial officer of our Company, Surendra Kumar Agarwal | |
Company Secretary and Compliance | Company secretary and compliance officer of our Company, Amol Arvind Raje | |
Officer | ||
CSR Committee/ | Corporate Social | The corporate social responsibility committee of our Company, described in "Our Management- |
Responsibility Committee | Corporate Governance" on page 244 | |
Director(s) | The director(s) on our Board | |
ESOP Scheme / Employee Stock | Landmark Cars Limited Employee Stock Option Scheme | |
Option Scheme | ||
Equity Shares | The equity shares of our Company of face value of ₹ 5 each | |
Executive Director(s) | Executive Directors on the Board, currently Sanjay Karsandas Thakker and Aryaman Sanjay | |
Thakker | ||
Executive Whole-Time Director | Executive Whole-Time Director on the Board, currently, Paras Somani |
2
Term | Description | ||
Group Companies | The group companies of our Company, namely Wild Dreams Media and Communications Private | ||
Limited and Landmark Insurance Brokers Private Limited, as disclosed in "Group Companies" on | |||
page 295 | |||
Group Landmark | Group Landmark includes all automobile businesses of the group, carried out by our Company, | ||
Automark Motors Private Limited, Landmark Automobiles Private Limited, Landmark | |||
Commercial Vehicles Private Limited, Landmark Cars (East) Private Limited, Landmark | |||
Lifestyle Cars Private Limited, Benchmark Motors Private Limited, Watermark Cars Private | |||
Limited and MotorOne India Private Limited | |||
Independent Director(s) | Independent directors of our Company, Gautam Yogendra Trivedi, Sucheta Nilesh Shah, | ||
Manish Balkishan Chokhani and Mahesh Pansukhlal Sarda | |||
Individual Selling Shareholder | Garima Misra | ||
Investor Director | Akshay Tanna | ||
Investor | Selling Shareholder | /TPG | TPG Growth II SF Pte. Ltd. |
Growth/ Investor | |||
Inventory Turnover Days | Average inventories divided by cost of goods sold multiplied with number of days in particular | ||
period / year | |||
IPO Committee | The IPO committee of our Board | ||
Key Managerial Personnel/ KMP | Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR | ||
Regulations and Section 2(51) of the Companies Act, 2013 as applicable and as further described | |||
in "Our Management-Key Managerial Personnel" on page 252 | |||
Kolkata | Shares Subscription | and | Shares Subscription and Shareholders Agreement dated February 14, 2013, entered into between |
Shareholders Agreement | Sanjay Karsandas Thakker, Ami Sanjay Thakker, Landmark Cars (East) Private Limited, Autocity | ||
Services Private Limited, and our Company | |||
LAPL | Landmark Automobiles Private Limited | ||
LCEPL | Landmark Cars (East) Private Limited | ||
LCVPL | Landmark Commercial Vehicles Private Limited | ||
LIBPL | Landmark Insurance Brokers Private Limited | ||
LLCPL | Landmark Lifestyle Cars Private Limited | ||
Materiality Policy | The policy adopted by our Board on January 11, 2022, for identification of material: (a) | ||
outstanding litigation proceedings; (b) group companies; and (c) material creditors, pursuant to | |||
the requirements of the SEBI ICDR Regulations and for the purposes of disclosure in the Draft | |||
Red Herring Prospectus, the Red Herring Prospectus and this Prospectus | |||
Material Subsidiaries | The material subsidiaries of our Company, namely Automark Motors Private Limited, | ||
Benchmark Motors Private Limited, Landmark Automobiles Private Limited, Landmark | |||
Commercial Vehicles Private Limited, and Landmark Lifestyle Cars Private Limited as | |||
disclosed in "Our Subsidiaries" on page 230 | |||
Memorandum of Association/ MoA | The memorandum of association of our Company, as amended | ||
MOIPL | MotorOne India Private Limited (formerly known as Landmark Pre-Owned Cars Private | ||
Limited) | |||
NCLT Order | Order dated April 4, 2019 read with order dated April 15, 2019 by National Company Law | ||
Tribunal, Ahmedabad, Gujarat approving and sanctioning Scheme of Arrangement- I, Scheme | |||
of Arrangement- II and Scheme of Arrangement- III | |||
Net worth | Net worth means the aggregate value of the paid-up share capital and other equity | ||
Nomination and Remuneration | The nomination and remuneration committee of our Company, described in "Our Management - | ||
Committee/ NRC | Corporate Governance" on page 244 | ||
Non-Executive Director(s) | Non-executive directors on our Board, currently Akshay Tanna, Gautam Yogendra Trivedi, | ||
Sucheta Nilesh Shah, Manish Balkishan Chokhani and Mahesh Pansukhlal Sarda | |||
Other Selling Shareholders | Sanjay Karsandas Thakker HUF and Aastha Limited | ||
Promoter | The Promoter of our Company, being Sanjay Karsandas Thakker. For details, see "Our Promoter | ||
and Promoter Group" on page 255 | |||
Promoter Group | Persons and entities constituting the promoter group of our Company, pursuant to Regulation | ||
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in "Our Promoter and Promoter Group" | |||
on page 255 | |||
Registered Office | The registered office of our Company, situated at Landmark House, Opp. AEC, S.G. Highway, | ||
Thaltej, Near Gurudwara, Ahmedabad 380 059, Gujarat, India | |||
Restated | Consolidated Financial | The restated consolidated financial information of our Company and our Subsidiaries which | |
Information | comprises the restated consolidated statement of assets and liabilities as at June 30, 2022, March | ||
31, 2022, March 31, 2021 and March 31, 2020; the restated consolidated statement of profit and | |||
loss (including other comprehensive income); the restated consolidated statement of changes in | |||
equity; the restated consolidated statement of cash flows for the three months ended June 30, | |||
2022 and for the years ended March 31, 2022, March 31, 2021 and March 31, 2020 and the | |||
summary of significant accounting policies and other explanatory information prepared in terms | |||
of the requirements of Section 26 of Part I of the Chapter III of the Companies Act, the SEBI |
3
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Landmark Cars Ltd. published this content on 16 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 December 2022 11:18:59 UTC.
