SOM DISTILLERIES AND BREWERIES LIMITED Letter of Offer
April 6, 2023
For Eligible Shareholders only
SOM DISTILLERIES AND BREWERIES LIMITED
Som Distilleries and Breweries Limited ("Company" or "Issuer") was incorporated on March 26, 1993 as a public limited company under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana at Delhi. For details, including reasons for changes in the registered office of our Company, "General Information" on page 40 of this Letter of Offer.
Registered Office: 1A, Zee Plaza, Arjun Nagar, S.J. Enclave, Kamal Cinema Road, New Delhi - 110 029, India;
Corporate Office: 23, Zone-II, M.P. Nagar, Bhopal - 462 011, Madhya Pradesh, India; Tel: +91 755 4271 271 / + 91 755 4278 827;
Contact Person: Om Prakash Singh, Company Secretary and Compliance Officer; E-mail: compliance@somindia.com; Website: www.somindia.com;
Corporate Identification Number: L74899DL1993PLC052787
OUR PROMOTERS: JAGDISH KUMAR ARORA, AJAY KUMAR ARORA, SUNITA ARORA, NATASHA ARORA, SWEENA ARORA, DEEPAK ARORA, SURJEET LAL, AALOK DEEP FINANCE PRIVATE LIMITED AND SOM DISTILLERIES PRIVATE LIMITED FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SOM DISTILLERIES AND BREWERIES LIMITED (THE "COMPANY" OR THE "ISSUER") ONLY
ISSUE OF UPTO 34,95,952 EQUITY SHARES OF FACE VALUE ₹ 5 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 140 EACH INCLUDING A SHARE PREMIUM OF ₹ 135 PER RIGHTS EQUITY SHARE (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 4,894.33 LAKHS# ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 10 (TEN) RIGHTS EQUITY SHARES FOR EVERY 211 (TWO HUNDRED ELEVEN) FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON FRIDAY, APRIL 14, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 28 TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 117 OF THIS LETTER OF OFFER.
#Assuming full subscription.
WILFUL DEFAULTERS OR FRAUDULENT BORROWER
NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR DIRECTORS IS CATEGORISED AS A WILFUL DEFAULTER OR A FRAUDULENT BORROWER.
GENERAL RISK
Investments 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 entire 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 Rights Equity Shares 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 the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 18 of this Letter of Offer.
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 regards to the 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 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 BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (BSE and NSE together the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated March 17, 2023 and March 6, 2023, respectively. Our Company will also make applications to the Stock Exchanges 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 purpose of this Issue, the Designated Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
VIVRO FINANCIAL SERVICES PRIVATE LIMITED | MAS SERVICES LIMITED |
607/608 Marathon Icon, Opp. Peninsula Corporate Park, | T-34, 2nd Floor, Okhla Industrial Area, |
Off. Ganpatrao Kadam Marg, Veer Santaji Lane, | Phase - II, New Delhi - 110 020, India. |
Lower Parel, Mumbai - 400 013, Maharashtra, India. | Telephone: +91 11 2638 7281/ 82/ 83, 4132 0335 |
Telephone: +91 22 6666 8040 | Facsimile: +91 11 2638 7384 |
E-mail: investors@vivro.net | E-mail: investor@masserv.com |
Website: www.vivro.net | Website: www.masserv.com |
Investor Grievance E-mail:investors@vivro.net | Investor Grievance E-mail:investor@masserv.com |
Contact Person: Anshul Nenawati / Viral Shah | Contact Person: N.C. Pal |
SEBI Registration Number: INM000010122 | SEBI Registration Number: INR000000049 |
ISSUE OPENS ON | ISSUE PROGRAMME | ISSUE CLOSES ON** |
LAST DATE FOR ON MARKET RENUNCIATION* | ||
WEDNESDAY, APRIL 26, 2023 | MONDAY, MAY 8, 2023 | THURSDAY, MAY 11, 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 account of the Renouncees on or prior to the Issue Closing Date.
- Our Board or Rights Issue Committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of
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 | |
NOTICE TO INVESTORS | 9 |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND CURRENCY OF | |
PRESENTATION | 11 |
FORWARD - LOOKING STATEMENTS | 14 |
SUMMARY OF THIS LETTER OF OFFER | 16 |
SECTION II - RISK FACTORS | 18 |
SECTION III - INTRODUCTION | 39 |
THE ISSUE | 39 |
GENERAL INFORMATION | 40 |
CAPITAL STRUCTURE | 45 |
OBJECTS OF THE ISSUE | 48 |
STATEMENT OF SPECIAL TAX BENEFITS | 53 |
SECTION IV - ABOUT THE COMPANY | 57 |
INDUSTRY OVERVIEW | 57 |
OUR BUSINESS | 68 |
OUR MANAGEMENT AND ORGANISATIONAL STRUCTURE | 81 |
SECTION V - FINANCIAL INFORMATION | 85 |
FINANCIAL STATEMENTS | 85 |
STATEMENT OF ACCOUNTING RATIOS | 86 |
MATERIAL DEVELOPMENTS | 89 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS | |
OF OPERATIONS | 90 |
SECTION VI - LEGAL AND OTHER INFORMATION | 100 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 100 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 108 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 109 |
SECTION VII - ISSUE RELATED INFORMATION | 117 |
TERMS OF THE ISSUE | 117 |
RESTRICTIONS ON FOREIGN OWNERHIP OF INDIAN SECURITIES | 149 |
SECTION VIII - OTHER INFORMATION | 151 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 151 |
DECLARATION | 152 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses the definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
This Letter of Offer uses the definitions and abbreviations set forth below, 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 same meaning (to the extent applicable) ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in sections / chapters titled "Industry Overview", "Statement of Tax Benefits, Financial Information "Outstanding Litigation and Material Developments" and "Terms of the Issue" on pages 57, 53, 85, 100, and 117 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.
General Terms
Term | Description | |
"Company", | "our | Som Distilleries and Breweries Limited, a public limited company incorporated |
Company", | "the | under Companies Act, 1956 having its registered office at, 1A, Zee Plaza, Arjun |
Company", "the Issuer", | Nagar, S.J. Enclave, Kamal Cinema Road, New Delhi - 110 029, India. | |
"Som" or | ||
"SDBL", "we", "us", or | ||
"our" | ||
Company Related Terms | ||
Term | Description | |
Articles / Articles of | Articles / Articles of Association of our Company, as amended from time to time. | |
Association/ AoA |
Audited Consolidated | The audited consolidated financial statements of our Company for the financial year |
Financial Statements | ended March 31, 2022 which comprises of the consolidated balance sheet as at March |
31, 2022, the consolidated statement of profit and loss including other comprehensive | |
income, the consolidated cash flow statement, the consolidated statement of changes in | |
equity for the year ended March 31, 2022, and notes to the consolidated financial | |
statements, including a summary of significant accounting policies and other | |
explanatory information. For details, see "Financial Information" on page 85 of this | |
Letter of Offer. | |
Audit Committee | The Board of Directors of our Company constituted audit committee in accordance |
with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations | |
and Disclosure Requirements) Regulations, 2015, as amended and Section 177 of the | |
Companies Act, 2013. | |
Auditor / Statutory | The current statutory auditor of our Company, namely, M/s. AKB Jain & Co, |
Auditor | Chartered Accountants. |
Board / Board of | Board of directors of our Company or Rights Issue Committee thereof. For details of |
Directors | the Board of Directors, see "Our Management and Organisational Structure" on page |
81 of the Letter of Offer. | |
Chairman and | Jagdish Kumar Arora |
Managing Director | |
Chief Financial | Rajesh Kumar Dubey, the Chief Financial Officer of our Company. |
Officer / CFO | |
Company Secretary | Om Prakash Singh, the Company Secretary and the Compliance Officer of our |
and Compliance | Company. |
1 |
Term | Description |
Officer | |
Corporate Office | 23, Zone-II, M.P. Nagar, Bhopal - 462 011, Madhya Pradesh, India. |
Equity Shareholder | A holder of Equity Shares of our Company. |
Equity Shares | Equity shares of our Company of face value of ₹ 5 each. |
Executive Directors | Executive directors of our Company. |
Independent | The independent director(s) of our Company as per section 2(47) of the Companies Act, |
Director(s) | 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and as described in the |
chapter "Our Management and Organisational Structure" on page 81 of the Letter of | |
Offer. | |
Key Managerial | Key managerial personnel of our Company in terms of the Companies Act, 2013 and |
Personnel / KMP | the SEBI ICDR Regulations as described in the subsection titled "Our Management - |
Key Managerial Personnel" on page 81 of this Letter of Offer. | |
Limited Reviewed | The Limited Reviewed Unaudited Consolidated Financial Results of our Company and |
Unaudited | subsidiaries for the nine months ended December 31, 2022 in accordance with |
Consolidated | Regulation 33 of SEBI Listing Regulations, including the notes thereto. |
Financial Results | |
Materiality Policy | A policy adopted by our Company, in the Board meeting held on January 24, 2023 for |
identification of material litigation(s) for the purpose of disclosure of the same in this | |
Letter of Offer. | |
Memorandum of | Memorandum of Association of our Company, as amended from time to time. |
Association/ MoA | |
Non-executive | Non-executive Directors of our Company. |
Directors | |
Promoter(s) | The Promoters of our Company namely Jagdish Kumar Arora, Ajay Kumar Arora, |
Sunita Arora, Natasha Arora, Sweena Arora, Deepak Arora, Surjeet Lal, Aalok Deep | |
Finance Private Limited and Som Distilleries Private Limited. | |
Promoter Group | Individuals and entities forming part of the promoter and promoter group in accordance |
with Regulation 2(1)(pp) SEBI ICDR Regulations and which are disclosed by the | |
Company to Stock Exchanges from time to time. | |
Registered Office | The registered office of our Company 1A, Zee Plaza, Arjun Nagar, S.J. Enclave, |
Kamal Cinema Road, New Delhi - 110 029, India. | |
Registrar of | Registrar of Companies, Delhi & Haryana situated at 4th Floor, IFCI Tower, 61, Nehru |
Companies / RoC | Place, New Delhi - 110 019, India |
Rights Issue | The Committee of our Board reconstituted through the board resolution dated January |
Committee | 24, 2023. |
Shareholders / Equity | The Equity Shareholders of our Company, from time to time. |
Shareholders | |
Subsidiaries | Companies or body corporates constituting the subsidiaries of our Company as |
determined in terms of Section 2(87) of the Companies Act, in our case the | |
subsidiaries of our Company namely: | |
a) Woodpecker Distilleries & Breweries Private Limited | |
b) Som Distilleries & Breweries Odisha Private Limited | |
Issue Related Terms |
Term | Description |
Abridged Letter of | Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect to |
Offer / ALOF | the Issue in accordance with the provisions of the SEBI ICDR Regulations and the |
Companies Act. | |
Additional Rights | The Rights Equity Shares applied or allotted under this Issue in addition to the Rights |
Equity Shares / | Entitlement. |
Additional Equity | |
Shares | |
Allot / Allotment / | Unless the context otherwise requires, the Allotment of Rights Equity Shares pursuant |
Allotted | to the Issue. |
Allotment Account | The account opened with the Banker(s) to the Issue, into which 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 | |
2 |
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SOM Distilleries and Breweries Ltd. published this content on 11 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2023 10:37:02 UTC.
