Letter of Offer
November 25, 2022
For Eligible Equity Shareholders only
ADCON CAPITAL SERVICES LIMITED
Corporate Identification Number: L67120MP1994PLC008511
Our Company was originally incorporated as "Adcon Capital Services Limited" on July 28, 1994 under the Companies Act, 1956, vide Certification of Incorporation bearing registration number 10-08511 of 1994 issued by the Registrar of Companies, Madhya Pradesh. We received Certificate of Commencement of Business dated October 13, 1994 issued by the Registrar of Companies, Madhya Pradesh.
Registered Office: 417, Chetak Centre NX, Near Hotel Shreemaya, R.N.T. Marg, Indore - 452001, Madhya Pradesh, India.
Corporate Office and Office Address where books of account and papers are maintained: 47A, Kali Krishna Tagore Street, Ground Floor, Police
Station Posta, Municipal Corporation, Ward No.22, Kolkata - 700007, West Bengal, India.
Tel: +91 33 2259 8877; Website: www.adconcap.com; E-mail: adconcapital@gmail.com
Contact Person: Santosh Pandey, Company Secretary and Compliance Officer
PROMOTER OF OUR COMPANY: OUR COMPANY IS A PROFESSIONALLY MAMAGED COMPANY AND DOES NOT
HAVE AN IDENTIFIABLE PROMOTER
FOR PRIVATE CIRCULATION TO ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY
WILFUL DEFAULTER OR A FRAUDULENT BORROWER
Neither our Company nor any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrower.
ISSUE OF UP TO 29,59,25,000 PARTLY PAID-UP EQUITY SHARES WITH A FACE VALUE OF ` 1/- EACH ("RIGHTS EQUITY SHARES")
FOR CASH AT A PRICE OF `1/- PER RIGHTS EQUITY SHARE (INCLUDING A PREMIUM OF `NIL PER RIGHTS EQUITY SHARE) FOR AN AMOUNT AGGREGATING UPTO `2959.25# LAKHS ON RIGHTS BASIS IN THE RATIO OF 25 RIGHTS EQUITY SHARES FOR EVERY 3 FULLY PAID UP EQUITY SHARES) HELD BY THE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. DECEMBER 2,2022. THE ISSUE PRICE IS 1(ONE) TIME OF THE FACE VALUE OF THE EQUITY SHARES.
#Assuming full subscription and receipt of all Call Monies with respect to the Rights Equity Shares
PAYMENT METHOD FOR RIGHTS ISSUE
Amount payable per Rights Equity Share | Face Value (`) | Premium (`) | Total (`) |
On Application | 0.90 | Nil | 0.90 |
One or more subsequent call(s) as determined by our Board at its sole discretion, from time to time | 0.10 | Nil | 0.10 |
Total | 1.00 | Nil | 1.00 |
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 making 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 neither been recommended nor 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 the Investors is invited to the section "Risk Factors" on page 18 before makingan investment in the 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 intentionsmisleading in any material respect.
LISTING
The existing Equity Shares of our Company are listed on the BSE Limited ("BSE") the ("Stock Exchange"). Our Company has received "in-principle" approvals from BSE for listing the Rights Equity Shares through their letter dated November 16, 2022. For the purposes of the Issue, the Designated
Stock Exchange is BSE.
LEAD MANAGER TO THE ISSUE | REGISTAR TO THE ISSUE |
INVENTURE MERCHANT BANKER SERVICES PRIVATE LIMITED | PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED |
2nd Floor, Viraj Tower, Nr. Andheri Flyover (North End), | 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, |
Western Express Highway, Andheri (East), | Opp. Kasturba Hospital Lane, Lower Parel (E), |
Mumbai - 400 069, Maharashtra, India. | Mumbai - 400011, Maharashtra, India |
Tel No: +91 22 4075 1500 | Tel No.: +91 22 2301 2518 / 8261 |
Email: compliance@inventuremerchantbanker.com | Email: support@purvashare.com |
Investor Grievance Email: redressal@inventuremerchantbanker.com | Investor Grievance Email: support@purvashare.com |
Website: www.inventuremerchantbanker.com | Website: www.purvashare.com |
SEBI Registration No: INM000012003 | SEBI Registration No: INR000001112 |
Contact Person: Arvind Gala | Contact Person: Deepali Dhuri, Compliance Officer |
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSES ON# |
DECEMBER 9, 2022 | DECEMBER 16, 2022 | DECEMBER 23, 2022 |
- 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 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.
Adcon Capital Services Limited-Letterof Offer
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Adcon Capital Services Limited-Letterof Offer | |
INDEX | |
INDEX ................................................................................................................................................................................. | 3 |
SECTION I - GENERAL .................................................................................................................................................. | 4 |
DEFINITIONS AND ABBREVIATIONS....................................................................................................................... | 4 |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY | |
OF PRESENTATION..................................................................................................................................................... | 14 |
FORWARD-LOOKING STATEMENTS ...................................................................................................................... | 15 |
SECTION II - SUMMARY OF THE OFFER DOCUMENT....................................................................................... | 16 |
SECTION III - RISK FACTORS.................................................................................................................................... | 18 |
SECTION IV - INTRODUCTION ................................................................................................................................. | 25 |
THE ISSUE .................................................................................................................................................................... | 25 |
SUMMARY FINANCIAL INFORMATION................................................................................................................. | 26 |
GENERAL INFORMATION......................................................................................................................................... | 29 |
CAPITAL STRUCTURE ............................................................................................................................................... | 33 |
OBJECTS OF THE ISSUE............................................................................................................................................. | 35 |
STATEMENT OF TAX BENEFITS.............................................................................................................................. | 39 |
SECTION IV: ABOUT THE COMPANY ..................................................................................................................... | 40 |
INDUSTRY OVERVIEW .............................................................................................................................................. | 40 |
OUR BUSINESS ............................................................................................................................................................ | 44 |
OUR MANAGEMENT .................................................................................................................................................. | 48 |
OUR PROMOTER ......................................................................................................................................................... | 56 |
DIVIDEND POLICY ..................................................................................................................................................... | 57 |
SECTION V - FINANCIAL INFORMATION ............................................................................................................. | 58 |
FINANCIAL STATEMENTS ........................................................................................................................................ | 58 |
RESTATED FINANCIAL STATEMENTS................................................................................................................... | 64 |
STOCK MARKET DATA FOR EQUITY SHARES................................................................................................... | 112 |
MATERIAL DEVELOPMENTS ................................................................................................................................. | 114 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS ............................................................................................................................................................. | 115 |
SECTION VI - LEGAL AND OTHER INFORMATION.......................................................................................... | 123 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................................. | 123 |
GOVERNMENT AND OTHER APPROVALS .......................................................................................................... | 126 |
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................... | 127 |
SECTION VII - ISSUE RELATED INFORMATION ............................................................................................... | 131 |
TERMS OF THE ISSUE .............................................................................................................................................. | 131 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................ | 157 |
SECTION IX - OTHER INFORMATION .................................................................................................................. | 159 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... | 159 |
DECLARATION .......................................................................................................................................................... | 160 |
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Adcon Capital Services Limited-Letterof Offer
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, 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.
Company Related Terms
Term | Description | ||
"Adcon Capital Services | Unless the context otherwise requires, refers to Adcon Capital Services Limited, a | ||
Limited", "Adcon" or | Company incorporated under the Companies Act, 1956 and having its registered office at | ||
"our Company" or "the | 417, Chetak Centre NX, Near Hotel Shreemaya, R.N.T. Marg, Indore - 452001, Madhya | ||
Issuer' | Pradesh, India. | ||
"we", "us", or "our" | Unless the context otherwise indicates or implies, our Company. | ||
Annual Financial | The audited financial statements of the Company as at and for the financial years ended | ||
Statements | March 31, 2022, March 31, 2021 and March 31, 2020, which comprises the balance sheet | ||
as at March 31, 2022, March 31, 2021 and March 31, 2020, respectively, 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 consolidated | |||
financial statements, including a summary of significant accounting policies and other | |||
explanatory information. | |||
AOA/Articles / Articles of | Unless the context otherwise requires, refers to the Articles of Association of our Company, | ||
Association | as amended from time to time. | ||
Board/ Board of Directors | The Board of Directors of our Company, including all duly constituted Committees thereof. | ||
/ Our Board | |||
Director(s) | Director(s) on the Board of our Company, as appointed from time to time, unless otherwise | ||
specified. | |||
Equity Shareholders | The holders of the Equity Shares. | ||
Equity Shares/Shares | The equity shares of our Company of a face value of `1.00 each unless otherwise specified | ||
in the context thereof. | |||
Financial Statements | Restated Financial Statements for FY 2022, FY 2021 and FY 2020 and Interim Audited | ||
Financial Statements for 6 months period ended September 30, 2022. | |||
Limited Review | Limited Reviewed Financial Results for the 6 months period ended September 30, 2022 | ||
Independent Directors | Independent Directors on our Board, and eligible to be appointed as independent directors | ||
under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. For | |||
details of the Independent Directors, see "Our Management" beginning on page 48. | |||
Promoter Group | Our Company is a professionally managed company and does not have an identifiable | ||
promoter group. | |||
Promoter | Our Company is a professionally managed company and does not have an identifiable | ||
promoter. | |||
Registered Office | The registered office of our Company situated 417, Chetak Centre NX, Near Hotel | ||
Shreemaya, R.N.T. Marg, Indore - 452001, Madhya Pradesh, India. | |||
Registrar of Companies / | Registrar of Companies, Madhya Pradesh, Gwalior | ||
RoC | |||
Statutory Auditor | The Statutory Auditor of our Company, being M/s. Maheshwari & Co., Chartered | ||
Accountants. |
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Adcon Capital Services Limited-Letterof Offer
Issue Related Terms
Term | Description | |||
Abridged Letter of Offer / | Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect to the | |||
ALOF | 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. | |||
Allot / Allotment /Allotted | Allotment of Rights Equity Shares pursuant to the Issue | |||
Allotment Account | The account opened with the Banker(s) to the Issue, into which the Application Money lying | |||
to the credit of the escrow account(s) 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 Bank | 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) who are Allotted Rights Equity Shares pursuant to the Allotment | |||
Applicant(s) / Investor(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 the Letter of Offer, including | ||||
an ASBA Investor | ||||
Application | Application made through (i) submission of the Application Form or plain paper Application | |||
to the Designated Branch 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 (including online application | |||
form available for submission of application though the website of the SCSBs (if made | ||||
available by such SCSBs) under the ASBA process) used by an Applicant to make an | ||||
application for the Allotment of Rights Equity Shares in this Issue. | ||||
Application Money | Aggregate amount payable 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 an ASBA Investor to make an | |||
Blocked Amount / ASBA | application authorizing the SCSB to block the Application Money in an ASBA 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(s) / | Eligible Equity Shareholders who make an application to subscribe to the Issue through | |||
ASBA | ASBA process. | |||
Investor | ||||
Bankers to the Issue/ | Collectively, the Escrow Collection Bank and the Refund Bank to the Issue, in this case | |||
Public Issue Bank | being Axis Bank Limited. | |||
Banker to the Issue | Agreement to be entered into by and among our Company, the Registrar to the Issue, the | |||
Agreement | Lead Manager and the Banker(s) to the Issue for collection of the Application Money from | |||
Applicants/Investors, transfer of funds to the Allotment Account and where applicable, | ||||
refunds of the amounts collected from Applicants/Investors, on the terms and conditions | ||||
thereof | ||||
Controlling Branches / | Such branches of the SCSBs which coordinate with the Lead Managers, the Registrar to the | |||
Controlling Branches of | Issue and the Stock Exchanges, a list of which is available on SEBI updated from time to | |||
the SCSBs | time, or at such other website(s) as may be prescribed by the SEBI from time to time. | |||
Demographic Details | Details of Investors including the Investor's address, PAN, DP ID, Client ID, bank account | |||
details and occupation, where applicable. | ||||
Designated Branches | Such branches of the SCSBs which shall collect the Applications, as the case may be, used | |||
by the ASBA Investors and a list of which is available on the website of SEBI and/or such | ||||
other website(s) as may be prescribed by the SEBI from time to time | ||||
Designated | Stock | BSE Limited | ||
Exchange | ||||
Draft Letter of Offer | The Draft letter of offer dated September 27, 2022 filed with BSE Limited in accordance | |||
with the SEBI ICDR Regulations |
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Adcon Capital Services 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.