Prospectus
Dated: August 25th, 2023
Fixed Price Issue
Please read section 26 and 32 of the Companies Act, 2013
SAROJA PHARMA INDUSTRIES INDIA LIMITED
Corporate Identification Number: U24110MH2019PLC319508
REGISTERED OFFICE | CORPORATE OFFICE | CONTACT PERSON | EMAIL AND TELEPHONE | WEBSITE | |||||||||||||||||||
305, Kailash Tower, Shiv | Shop No. 209, 2nd Floor, | Mrs. Nikita Kumar | info@sarojapharma.com | www.sarojapharma.com | |||||||||||||||||||
Shristi Complex, Goregaon | Ecstacy, City Of Joy, Jata | Company Secretary and Compliance | +91 (022) 2081 0011 | ||||||||||||||||||||
Link Road, Mulund West, | Shankar Dosa Marg, Mulund | Officer | |||||||||||||||||||||
Mumbai (MH) - 400080 | West Mumbai (MH) - | ||||||||||||||||||||||
400080 | |||||||||||||||||||||||
PROMOTERS OF | THE COMPANY: MR. BIJU GOPINATHAN NAIR AND MR. MANISH DASHARATH KAMBLE | ||||||||||||||||||||||
DETAILS OF THE ISSUE | |||||||||||||||||||||||
Types | Fresh Issue Size (₹ in Lakhs) | OFS Size (by Nos. of Shares or by | Total Issue Size (₹ in Lakhs) | Eligibility | |||||||||||||||||||
amount in ₹) | |||||||||||||||||||||||
Fresh Issue | Upto 10,84,800 Equity shares | Nil | Up to ₹ 911.23 Lakhs | THIS ISSUE IS BEING MADE IN TERMS OF | |||||||||||||||||||
aggregating up to ₹ 911.23 | CHAPTER IX OF THE SEBI (ICDR) | ||||||||||||||||||||||
Lakhs | REGULATIONS, 2018 AS AMENDED |
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE AS THE ENTIRE ISSUE
CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is ₹ 10/- each and the Issue Price is 8.40 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "BASIS FOR ISSUE PRICE" on page 74 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 an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing
GENERAL RISKS
Investments 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 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 Equity Shares issued 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 Prospectus. Specific attention of the investors is invited to the section "RISK FACTORS" beginning on page 18 of this Prospectus.
ISSUER'S 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 Issue, which is material in the context of the Issue, 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.
LISTING
The Equity Shares Issued through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited ("NSE").
LEAD MANAGER TO THE ISSUE
Name and Logo | Contact Person | Email and Telephone | ||
Mr. Mohit R. Goyal | Email Id: merchantbanking@swastika.co.in | |||
Telephone Number: +91-22-26254568-69 /0731-6644244 | ||||
SWASTIKA INVESTMART LIMITED | ||||
REGISTRAR TO THE ISSUE | ||||
Email Id: spiil.ipo@kfintech.com | ||||
Mr. M Murali Krishna | Telephone Number: +91 40 6716 2222 | |||
KFIN TECHNOLOGIES LIMITED | ||||
ISSUE SCHEDULE |
ISSUE OPENS ON: THURSDAY 31ST AUGUST, 2023
ISSUE CLOSES ON: TUESDAY 05TH SEPTEMBER, 2023
Prospectus
Dated: August 25th, 2023
Fixed Price Issue
Please read section 26 and 32 of the Companies Act, 2013
SAROJA PHARMA INDUSTRIES INDIA LIMITED
Our Company was originally incorporated as "Saroja Pharma Industries India Private Limited" on January 14th, 2019 under the provisions of the Companies Act, 2013 vide Certificate of Incorporation issued by the Registrar of Companies, Mumbai, Maharashtra. Later on, company was converted into public limited company, the name of our Company was changed to "Saroja Pharma Industries India Limited" and fresh Certificate of Incorporation dated April 18th, 2023 was issued by the Registrar of Companies, Mumbai, Maharashtra. For details of Conversion of Company, please refer to section titled "HISTORY AND CERTAIN CORPORATE MATTERS" beginning on page no. 117 of this Prospectus.
CIN: U24110MH2019PLC319508
Registered office: 305, Kailash Tower, Shiv Shristi Complex, Goregaon Link Road, Mulund West, Mumbai (MH) - 400080; Website: www.sarojapharma.com; Corporate Office: Shop No. 209, 2nd Floor, Ecstacy, City of Joy, Jata Shankar Dosa Marg, Mulund West Mumbai (MH) - 400080;
E-Mail:info@sarojapharma.com; Telephone No: +91 (022) 2081 0011; Company Secretary and Compliance Officer: Mrs. Nikita Kumar
PROMOTERS OF THE COMPANY: MR. BIJU GOPINATHAN NAIR AND MR. MANISH DASHARATH KAMBLE
DETAILS OF THE ISSUE
PUBLIC ISSUE OF UPTO 10,84,800 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH OF SAROJA PHARMA INDUSTRIES INDIA LIMITED ("SAROJA" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹ 84/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 74/- PER EQUITY SHARE (THE "ISSUE PRICE") AGGREGATING TO ₹ 911.23 LAKHS ("THE ISSUE"), OF WHICH 54,400 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH FOR CASH AT A PRICE OF ₹ 84/- EACH AGGREGATING TO ₹ 45.69 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 10,30,400 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH AT A PRICE OF ₹ 84/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 74/- PER EQUITY SHARE AGGREGATING TO ₹ 865.54 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 26.98% AND 25.63% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIERMENTS) REGULATIONS, 2018 AS AMENDED
FROM TIME TO TIME.
For further details see "TERMS OF THE ISSUE" beginning on Page no. 196 of this Prospectus.
In terms of the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, dated November 10, 2015 and the all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process providing details about the bank account which will be blocked by the Self-Certified Syndicate Banks ("SCSBs") for the same. Further pursuant to SEBI circular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, for implementation of Phased II for UPI facility, which is effective from July 01, 2019, all potential Bidders (except Anchor Investors) are required to mandatorily utilize the Application Supported by Blocked Amount ("ASBA") process providing details of their respective ASBA accounts or UPI ID (in case of RIIs), in which the corresponding Application Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. For details, see "ISSUE PROCEDURE" on Page No. 204 of this Prospectus.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH AND THE ISSUE PRICE IS ₹ 84/-. THE ISSUE PRICE IS 8.40 TIMES OF THE FACE VALUE.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is ₹ 10/- per Equity Shares and the Issue price is 8.40 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager) as stated in the chapter titled on "BASIS FOR ISSUE PRICE" beginning on Page no. 74 of this Prospectus 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 an active or sustained trading in the equity shares of our Company nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments 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 of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled "RISK FACTORS" beginning on Page no. 18 of this Prospectus.
ISSUER'S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 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.
LISTING
The Equity Shares offered through this Prospectus are proposed to be listed on Emerge Platform of National Stock Exchange of India Limited ("NSE"), in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received an In-Principle Approval letter dated August 10th, 2023 from National Stock Exchange of India Limited ("NSE") for using its name in this offer document for listing our shares on the Emerge Platform of National Stock Exchange of India Limited ("NSE"). For the purpose of this Issue, the designated Stock Exchange is the NSE.
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE | |
SWASTIKA INVESTMART LIMITED | KFIN TECHNOLOGIES LIMITED | ||
SEBI Registration Number: INM000012102; | |||
SEBI Registration Number: INR000000221; | |||
Merchant Banking Division Address: Flat No18 Floor 2 North Wing Madhaveshwar | |||
Address: Office: Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, | |||
Coop Hsg Society Ltd Madhav Nagar, 11/12 S V Road Andheri W Mumbai Mumbai City - | |||
Nanakramguda, Serilingampally, Hyderabad - 500 032, Telangana; | |||
400058 (Maharashtra); | |||
Tel. Number: +91 40 6716 2222; | |||
Telephone Number: +91-22-26254568-69; | |||
Toll Free No.: 1800 309 4001; | |||
Email Id: merchantbanking@swastika.co.in; | |||
Email Id: spiil.ipo@kfintech.com; | |||
Investors Grievance Id: mb.investorgreivance@swastika.co.in; | |||
Investors Grievance Id: einward.ris@kfintech.com; | |||
Website: www.swastika.co.in; | |||
Website: www.kfintech.com; | |||
Contact Person: Mr. Mohit R. Goyal; | |||
Contact Person: Mr. M Murali Krishna. | |||
CIN: L65910MH1992PLC067052. | |||
ISSUE SCHEDULE | |||
ISSUE OPENS ON: THURSDAY 31ST AUGUST, 2023
ISSUE CLOSES ON: TUESDAY 05TH SEPTEMBER, 2023
TABLE OF CONTENTS | |
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA | 10 |
FORWARD LOOKING STATEMENTS | 11 |
SECTION II - SUMMARY OF PROSPECTUS | 12 |
SECTION III - RISK FACTORS | 18 |
SECTION IV - INTRODUCTION | 31 |
THE ISSUE | 31 |
SUMMARY OF OUR FINANCIAL INFORMATION | 32 |
SECTION V - GENERAL INFORMATION | 35 |
SECTION VI - CAPITAL STRUCTURE | 43 |
SECTION VII - PARTICULARS OF THE ISSUE | 63 |
OBJECTS OF THE ISSUE | 63 |
BASIS FOR ISSUE PRICE | 75 |
STATEMENT OF POSSIBLE TAX BENEFITS | 80 |
SECTION VIII - ABOUT THE COMPANY | 83 |
INDUSTRY OVERVIEW | 83 |
BUSINESS OVERVIEW | 89 |
KEY INDUSTRY REGULATIONS | 103 |
HISTORY AND CORPORATE STRUCTURE | 118 |
OUR MANAGEMENT | 122 |
OUR PROMOTERS AND PROMOTERS GROUP | 135 |
DIVIDEND POLICY | 139 |
SECTION IX - FINANCIAL INFORMATION OF COMPANY | 140 |
RESTATED FINANCIAL STATEMENTS | 140 |
OTHER FINANCIAL INFORMATION | 166 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 167 |
STATEMENT ON FINANCIAL INDEBTEDNESS | 174 |
CAPITALIZATION STATEMENT | 176 |
SECTION X - LEGAL AND OTHER INFORMATION | 177 |
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS | 177 |
GOVERNMENT AND OTHER APPROVALS | 181 |
SECTION XI - INFORMATION WITH RESPECT TO GROUP COMPANIES/ ENTITIES | 184 |
SECTION XII - OTHER REGULATORY AND STATUTORY DISCLOSURES | 185 |
SECTION XIII - ISSUE RELATED INFORMATION | 196 |
TERMS OF THE ISSUE | 196 |
ISSUE STRUCTURE | 202 |
ISSUE PROCEDURE | 204 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 247 |
SECTION XIV - DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF | |
ASSOCIATION | 249 |
SECTION XV - OTHER INFORMATION | 280 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 280 |
DECLARATION | 281 |
SECTION I - GENERAL | |||||||
DEFINITIONS AND ABBREVIATIONS | |||||||
General Terms | |||||||
Term | Description | ||||||
"Saroja", | "our | Company", | Saroja Pharma Industries India Limited, A Public Limited Company, Registered Under | ||||
"we", "us", "our", | "the | the Companies Act, 2013 and having its Registered Office at 305, Kailash Tower, Shiv | |||||
Company", | "the | Issuer | Shristi Complex, Goregaon Link Road, Mulund West, Mumbai, (MH) - 400080. | ||||
Company" or "the Issuer" | |||||||
"We", "us" | or | "our" | or | Unless the context otherwise indicates or implies, refers to our Company. | |||
"Group" | |||||||
"you", "your" or "yours" | Prospective investors in this Issue. | ||||||
Our Promoters | Mr. Biju Gopinathan Nair, and Mr. Manish Dasharath Kamble. | ||||||
Promoters' Group | Companies, individuals and entities (other than companies) as defined under Regulation | ||||||
2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled | |||||||
"Our Promoters and Promoter's Group". | |||||||
Company Related Terms | |||||||
Term | Description | ||||||
Articles | / | Articles | of | Articles of Association of our Company. | |||
Association / AOA | |||||||
Audit Committee | The audit committee of the Board of Directors constituted in accordance with Section | ||||||
177 of the Companies Act, 2013. For details refer section titled "OUR | |||||||
MANAGEMENT" on page 121 of this Prospectus. | |||||||
Auditor | of | our | Company | / | The Statutory Auditors of our Company, being M/s. Pravin Chandak & Associates, | ||
Statutory Auditor | Chartered Accountants as mentioned in the section titled "GENERAL | ||||||
INFORMATION" beginning on page 35 of this Prospectus. | |||||||
Bankers to the Company | Bank of Baroda. | ||||||
Board of Directors / Board | / | The Board of Directors of Saroja Pharma Industries India Limited unless otherwise | |||||
BOD | specified. | ||||||
Companies Act | The Companies Act, 2013, as amended from time to time. | ||||||
CIN | Corporate Identification Number of our Company i.e. U24110MH2019PLC319508. | ||||||
CMD | Chairman and Managing Director, being Mr. Biju Gopinathan Nair | ||||||
Chief Financial Officer (CFO) | The Chief Financial officer of our Company, being Ms. Yogita Maheshwari. | ||||||
Company | Secretary | and | The Company Secretary and Compliance officer of the Company, being Ms. Nikita | ||||
Company Officer (CS) | Kumar. | ||||||
Depositories Act | The Depositories Act, 1996, as amended from time to time. | ||||||
DIN | Directors Identification Number. | ||||||
Equity Shares | Equity Shares of our Company of Face Value of ₹ 10/- each unless otherwise specified | ||||||
in the context thereof. | |||||||
Equity Shareholders | Persons/ Entities holding Equity Shares of Our Company. | ||||||
ED | Executive Director. | ||||||
Group Companies | Group Companies as defined under Regulation 2(1)(t) of the SEBI (ICDR) Regulations, | ||||||
2018, "Group companies shall include such companies (other than our Promoters and | |||||||
Subsidiary) with which there were related party transactions as disclosed in the Restated | |||||||
Financial Statements as covered under the applicable accounting standards, and as | |||||||
disclosed in "INFORMATION WITH RESPECT TO GROUP COMPANIES" on page | |||||||
183 of this Prospectus. | |||||||
Independent Director | A non-executive & Independent Director as per the Companies Act, 2013 and the SEBI | ||||||
(Listing Obligations and Disclosure Requirements) Regulations, 2015. | |||||||
Indian GAAP | Generally Accepted Accounting Principles in India. | ||||||
2 |
Term | Description | |||
ISIN | INE0PCL01011. | |||
Key Managerial Personnel / | The officer vested with executive power and the officers at the level immediately below | |||
Key Managerial Employees | the Board of Directors as described in the section titled "OUR MANAGEMENT" on | |||
page no. 121 of this Prospectus. | ||||
Materiality Policy | The policy on identification of group companies, material creditors and material | |||
litigation, adopted by our Board on May 05th, 2023 in accordance with the requirements | ||||
of the SEBI ICDR Regulations. | ||||
MD | Managing Director. | |||
MOA | / | Memorandum | / | Memorandum of Association of our Company as amended from time to time. |
Memorandum of Association | ||||
Non Residents | A person resident outside India, as defined under FEMA. | |||
Nomination and Remuneration | The nomination and remuneration committee of our Board of Directors constituted in | |||
Committee | accordance with Section 178 of the Companies Act, 2013. For details refer section titled | |||
"OUR MANAGEMENT" on page 121 of this Prospectus. | ||||
Non-Executive Director | A Director not being an Executive Director or an Independent Director. | |||
NRIs / Non Resident Indians | A person resident outside India, as defined under FEMA and who is a citizen of India or | |||
a Person of Indian Origin under Foreign Outside India Regulation, 2000. | ||||
Peer Review Auditor | The Peer Review Auditors of our Company, being M/s. Pravin Chandak & Associates, | |||
Chartered Accountants holding a valid peer review certificate as mentioned in the section | ||||
titled "GENERAL INFORMATION" beginning on page 35 of this Prospectus. | ||||
Registered Office | The Registered office of our Company located at 305, Kailash Tower, Shiv Shristi | |||
Complex, Goregaon Link Road, Mulund West, Mumbai, MH - 400080. | ||||
Restated Financial Statements | The restated financial information of our Company, which comprises the restated | |||
statement of assets and liabilities, the restated statement of profit and loss, the restated | ||||
statement of cash flows for the financial year ended on March 31, 2023, 2022 and 2021 | ||||
and the summary statement of significant accounting policies read together with the | ||||
annexures and notes thereto and other restated financial information, prepared in terms | ||||
of the requirements of Section 26 of the Companies Act, the SEBI ICDR Regulations | ||||
and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by | ||||
the ICAI, as amended from time to time. | ||||
ROC | / | Registrar | of | Registrar of Companies, Mumbai. |
Companies | ||||
Stakeholders' Relationship | The Stakeholders' Relationship Committee of our Board of Directors constituted in | |||
Committee | accordance with Section 178 of the Companies Act, 2013. For details refer section titled | |||
"OUR MANAGEMENT" on page 121 of this Prospectus. | ||||
WTD | Whole-Time Director | |||
Issue Related Terms | ||||
Term | Description | |||
Applicant | Any prospective investor who makes an application for Equity Shares in terms of this | |||
Prospectus. | ||||
Abridged Prospectus | Abridged Prospectus means a memorandum containing such salient features of a | |||
Prospectus as may be specified by SEBI in this behalf. | ||||
Acknowledgement Slip | The slip or document issued by the Designated Intermediary to an Applicant as proof of | |||
registration of the Application. | ||||
Application Form | The Form in terms of which the applicant shall apply for the Equity Shares of our | |||
Company. | ||||
Application | Supported | by | An application, whether physical or electronic, used by applicants to make an application | |
Blocked Amount / ASBA | authorising a SCSB to block the application amount in the ASBA Account maintained | |||
with the SCSB. | ||||
ASBA Account | An account maintained with the SCSB and specified in the application form submitted | |||
by ASBA applicant for blocking the amount mentioned in the application form. | ||||
Allotment | Issue of the Equity Shares pursuant to the Issue to the successful applicants. | |||
Allottee | The successful applicant to whom the Equity Shares are being / have been issued. | |||
3 |
Term | Description | ||
Basis of Allotment | The basis on which equity shares will be allotted to successful applicants under the Issue | ||
and which is described in the section "ISSUE PROCEDURE - Basis of allotment" on | |||
page no. 203 of this Prospectus. | |||
Bankers to | the Issue, Sponsor | Axis Bank Limited. | |
and Refund Banker | |||
Bidding Centers | Centers at which the Designated Intermediaries shall accept the Application Forms i.e. | ||
Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, | |||
Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and | |||
Designated CDP Locations for CDPs. | |||
Business Day | Monday to Friday (except public holidays). | ||
Broker Centers | Broker centers notified by the Stock Exchanges where investors can submit the | ||
Application Forms to a Registered Broker. The details of such Broker Centers, along | |||
with the names and contact details of the Registered Brokers are available on the | |||
websites of the Stock Exchange. | |||
CAN or | Confirmation | of | The Note or advice or intimation sent to each successful Applicant indicating the Equity |
Allocation Note | which will be allotted, after approval of Basis of Allotment by the designated Stock | ||
Exchange. | |||
Client Id | Client Identification Number maintained with one of the Depositories in relation to | ||
demat account. | |||
Depository | A depository registered with SEBI under the SEBI (Depositories and Participant) | ||
Regulations, 2018. | |||
Demographic Details | The demographic details of the Applicants such as their Address, PAN, name of the | ||
applicant father / husband, investor status, occupation and Bank Account details. | |||
Designated Date | The date on which amounts blocked by the SCSBs are transferred from the ASBA | ||
Accounts, as the case may be, to the Public Issue Account or the Refund Account, as | |||
appropriate, in terms of the Prospectus, after finalization of the Basis of Allotment in | |||
consultation with the Designated Stock Exchange, following which the Board of | |||
Directors may Allot Equity Shares to successful Bidders in the Offer. | |||
Designated Intermediaries | The members of the Syndicate, sub-syndicate / agents, SCSBs, Registered Brokers, | ||
CDPs and RTAs, who are categorized to collect Application Forms from the Applicant, | |||
in relation to the Issue. | |||
Depository Participant | A Depository Participant as defined under the Depositories Act, 1996. | ||
DP ID | Depository Participant's Identity Number. | ||
Draft Prospectus | The Draft Prospectus dated June 15th, 2023 issued in accordance with Section 26 and 32 | ||
of the Companies Act filed with the Emerge Platform of NSE under SEBI (ICDR) | |||
Regulations. | |||
Eligible NRI | NRIs from jurisdictions outside India where it is not unlawful to make an issue or | ||
invitation under the Issue and in relation to whom the Prospectus constitutes an invitation | |||
to subscribe to the Equity Shares Allotted herein. | |||
MOU | The MOU dated May 17th, 2023 between our Company and the LM. | ||
Fraudulent Borrower | Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR | ||
Regulations. | |||
Issue Opening Date | The date on which the Issue opens for subscription. | ||
Issue Closing date | The date on which the Issue closes for subscription. | ||
Issue Period | The periods between the Issue Opening Date and the Issue Closing Date inclusive of | ||
both days and during which prospective Applicants may submit their application. | |||
IPO | Initial Public Offering. | ||
Issue / Issue Size / Public Issue | The Public Issue of 10,84,800 Equity Shares of ₹ 10/- each at ₹ 84/- per Equity Share | ||
including share premium of ₹ 74/- per Equity Share aggregating to ₹ 911.23 Lakhs out | |||
of which 54,400 Equity Shares of face value ₹ 10/- each for cash at a price of ₹ 84/- per | |||
Equity Share aggregating to ₹ 45.70 Lakhs will be reserved for the subscription by the | |||
Market Maker. | |||
Issue Price | The price at which the Equity Shares are being issued by our Company through this | ||
Prospectus, being ₹ 84/- (including share premium of ₹ 74/- per Equity Share). | |||
LM / Lead Manager | Lead Manager to the Issue, in this case being Swastika Investmart Limited. | ||
4 |
Term | Description | ||||||||||
Listing Agreement | Unless the context specifies otherwise, this means the SME Equity Listing Regulation to | ||||||||||
be signed between our company and the EMERGE Platform of National Stock Exchange | |||||||||||
of India Limited ("NSE EMERGE") Limited ("NSE"). | |||||||||||
Market Maker | The Market Maker to the Issue, in this case being Swastika Investmart Limited. | ||||||||||
Net Issue | The Issue (excluding the Market Maker Reservation Portion) of 10,30,400 Equity Shares | ||||||||||
of ₹ 10/- each at ₹ 84/- per Equity Share including share premium of ₹ 74/- per Equity | |||||||||||
Share aggregating to ₹ 865.53 Lakhs by Saroja Pharma Industries India Limited. | |||||||||||
NPCI | NPCI, National Payments Corporation of India, a Reserve Bank of India (RBI) initiative, | ||||||||||
is an umbrella organization for all retail payments in India. It has been set up with the | |||||||||||
guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association | |||||||||||
(IBA). | |||||||||||
Non Retail | Portion | including | The remaining portion of the Net Issue, after retails portion, being not more than 50% of | ||||||||
Qualified | Institution | Buyers | the Net issue which shall be available for allocation to NRIIs in accordance with the | ||||||||
(NRII) | SEBI ICDR Regulations. | ||||||||||
Prospectus | The Prospectus, to be filed with the ROC containing, inter alia, the Issue opening and | ||||||||||
closing dates and other information. | |||||||||||
Public Issue Account | An Account of the Company under Section 40 of the Companies Act, 2013 where the | ||||||||||
funds shall be transferred by the SCSBs from bank accounts of the ASBA Investors. | |||||||||||
Qualified Institutional Buyers / | The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR | ||||||||||
QIBs | Regulations. | ||||||||||
Refund Account | Account opened / to be opened with a SEBI Registered Banker to the Issue from which | ||||||||||
the refunds of the whole or part of the Application Amount, if any, shall be made. | |||||||||||
Registrar /Registrar to the Issue | Registrar to the Issue, being KFin Technologies Limited. | ||||||||||
Regulations | Unless the context specifies something else, this means the SEBI (Issue of Capital and | ||||||||||
Disclosure Requirement) Regulations, 2018. | |||||||||||
Retail Individual | Investors | Individual investors (including HUFs applying through their Karta and Eligible NRI | |||||||||
/(RII) | Bidders) who applies or bids for the Equity Shares of a value of not more than ₹ | ||||||||||
2,00,000/-. | |||||||||||
Retail Portion | The portion of the Net Issue being not less than 50% of the Net Equity Shares which | ||||||||||
shall be available for allocation to RIIs in accordance with the SEBI ICDR Regulations. | |||||||||||
SCSB | A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an | ||||||||||
Issue) Regulations, 1994 and offers the facility of ASBA, including blocking of bank | |||||||||||
account. | A | list | of | all | SCSBs | is | available | at | |||
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId | |||||||||||
=35. | |||||||||||
Emerge Platform of NSE | The Emerge Platform of NSE for listing of equity shares offered under Chapter IX of the | ||||||||||
SEBI (ICDR) Regulations, 2018 which was approved by SEBI as an SME Exchange on | |||||||||||
10th August, 2023. | |||||||||||
Sponsor Bank | The Banker to the Offer registered with SEBI and appointed by our Company to act as a | ||||||||||
conduit between the Stock Exchanges and the NPCI in order to push the mandate collect | |||||||||||
requests and / or payment instructions of the Retail Individual Bidders into the UPI and | |||||||||||
carry out other responsibilities, in terms of the UPI Circulars. | |||||||||||
Underwriter | Underwriter to the issue is Swastika Investmart Limited. | ||||||||||
Underwriting Agreement | The Agreement entered into between the Underwriter and our Company dated May 17th, | ||||||||||
2023. | |||||||||||
UPI | Unified payment Interface, which is an instant payment mechanism, developed by NPCI. | ||||||||||
UPI Circular | The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, | ||||||||||
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI | |||||||||||
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no. | |||||||||||
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number | |||||||||||
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number | |||||||||||
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no. | |||||||||||
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. | |||||||||||
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. | |||||||||||
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars | |||||||||||
5 |
Term | Description | |
or notifications issued by SEBI in this regard and any subsequent circulars or | ||
notifications issued by SEBI in this regard. | ||
UPI ID | ID created on UPI for single-window mobile payment system developed by the NPCI. | |
UPI Mandate Request | A request (intimating the Retail Individual Bidder by way of a notification on the Mobile | |
App and by way of a SMS directing the Retail Individual Bidder to such Mobile App) to | ||
the Retail Individual Bidder initiated by the Sponsor Bank to authorize blocking of funds | ||
on the Mobile App equivalent to Bid Amount and Subsequent debit of funds in case of | ||
Allotment. | ||
UPI Mechanism | The bidding mechanism that may be used by a RII to make a Bid in the Offer in | |
accordance with the UPI Circulars. | ||
UPI PIN | Password to authenticate UPI transactions. | |
Willful Defaulter | Willful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations. | |
Working Days | i. Till Application / Issue closing date: | |
All days other than a Saturday, Sunday or a public holiday; | ||
i. Post Application / Issue closing date and till the Listing of Equity Shares: | ||
All trading days of stock exchanges excluding Sundays and bank holidays in accordance | ||
with the SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 | ||
and the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, | ||
2018. | ||
Technical and Industry Related Terms | ||
Term | Description | |
DCGI | Drug Controller General of India. | |
APIs | Active Pharmaceutical Ingredients. | |
WHO | World Health Organization. | |
WEO | World Economic Outlook. | |
IPM | Indian Pharmaceutical Markets. | |
CDSCO | The Central Drugs Standard Control Organization. | |
ECA | Essential Commodities Act, 1955. | |
DPCO | Drugs (Prices Control) Order, 1995. | |
NPPA | The National Pharmaceutical Pricing Authority. | |
DC Rule | The Drugs and Cosmetics Rules, 1945. | |
DPCO | The Drugs (Price Control) Order, 2013. | |
NLEM | National Pharmaceuticals Pricing Policy, 2012. | |
FSSAI | The Food Safety and Standards Authority of India. | |
AIIMS | AIIMS All India Institute of Medical Sciences. | |
CAGR | CAGR Compound Annual Growth Rate. | |
DIPP | DIPP Department of Industrial Policy and Promotion. | |
Conventional and General Terms/ Abbreviations | ||
Term | Description | |
A/c | Account. | |
Act or Companies Act | Companies Act, 2013, as amended from time to time. | |
AGM | Annual General Meeting. | |
AO | Assessing Officer. | |
ASBA | Application Supported by Blocked Amount. | |
AS | Accounting Standards issued by the Institute of Chartered Accountants of India. | |
AY | Assessment Year. | |
BG | Bank Guarantee. | |
CAGR | Compounded Annual Growth Rate. | |
CAN | Confirmation Allocation Note. | |
6 |
Term | Description |
CDSL | Central Depository Services (India) Limited. |
CIN | Corporate Identity Number. |
CIT | Commissioner of Income Tax. |
CRR | Cash Reserve Ratio. |
Depositories | NSDL and CDSL. |
Depositories Act | The Depositories Act, 1996 as amended from time to time. |
Depository | A depository registered with SEBI under the Securities and Exchange Board of India |
(Depositories and Participants) Regulations, 2018, as amended from time to time. | |
DIN | Director's identification number. |
DP/ Depository Participant | A Depository Participant as defined under the Depository Participant Act, 1996. |
DP ID | Depository Participant's Identification. |
EBIDTA | Earnings Before Interest, Depreciation, Tax and Amortization. |
ECS | Electronic Clearing System. |
EGM | Extra-ordinary General Meeting. |
EPS | Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted average |
outstanding number of equity shares at the end of that fiscal year. | |
Financial Year / Fiscal Year / | The period of twelve months ended March 31 of that particular year. |
FY | |
FDI | Foreign Direct Investment. |
FDR | Fixed Deposit Receipt |
FEMA | Foreign Exchange Management Act, 1999, read with rules and regulations thereunder and |
as amended from time to time. | |
FEMA Regulations | Foreign Exchange Management (Transfer or Issue of Security by a Person Resident |
Outside India) Regulations, 2000, as amended. | |
FII | Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional Investors) |
Regulations, 1995, as amended from time to time) registered with SEBI under applicable | |
laws in India. | |
FII Regulations | Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, |
1995, as amended. | |
Fis | Financial Institutions. |
FIPB | Foreign Investment Promotion Board. |
FVCI | Foreign Venture Capital Investor registered under the Securities and Exchange Board of |
India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to | |
time. | |
GDP | Gross Domestic Product. |
GIR Number | General Index Registry Number. |
Gov/ Government/GoI | Government of India. |
HUF | Hindu Undivided Family. |
IFRS | International Financial Reporting Standard. |
ICSI | Institute of Company Secretaries of India. |
ICAI | Institute of Chartered Accountants of India. |
Indian GAAP | Generally Accepted Accounting Principles in India. |
I.T. Act | Income Tax Act, 1961, as amended from time to time. |
ITAT | Income Tax Appellate Tribunal. |
INR/ Rs./ Rupees / ₹ | Indian Rupees, the legal currency of the Republic of India. |
Ltd. | Limited. |
Pvt. Ltd. | Private Limited. |
MCA | Ministry of Corporate Affairs. |
Merchant Banker | Merchant Banker as defined under the Securities and Exchange Board of India (Merchant |
Bankers) Regulations, 1992 as amended. | |
MOF | Ministry of Finance, Government of India. |
MOU | Memorandum of Understanding. |
7 |
Term | Description | |||
NA | Not Applicable. | |||
NAV | Net Asset Value. | |||
NEFT | National Electronic Fund Transfer. | |||
NOC | No Objection Certificate. | |||
NR/ Non Residents | Non Resident. | |||
NRE Account | Non Resident External Account. | |||
NRI | Non Resident Indian, is a person resident outside India, as defined under FEMA and the | |||
FEMA Regulations. | ||||
NRO Account | Non Resident Ordinary Account. | |||
NSDL | National Securities Depository Limited. | |||
NTA | Net Tangible Assets. | |||
p.a. | Per annum. | |||
P/E Ratio | Price/ Earnings Ratio. | |||
PAN | Permanent Account Number allotted under the Income Tax Act, 1961, as amended from | |||
time to time. | ||||
PAT | Profit After Tax. | |||
PBT | Profit Before Tax. | |||
PIO | Person of Indian Origin. | |||
PLR | Prime Lending Rate. | |||
R & D | Research and Development. | |||
RBI | Reserve Bank of India. | |||
RBI Act | Reserve Bank of India Act, 1934, as amended from time to time. | |||
RoNW | Return on Net Worth. | |||
RTGS | Real Time Gross Settlement. | |||
SAT | Security appellate Tribunal. | |||
SCRA | Securities Contracts (Regulation) Act, 1956, as amended from time to time. | |||
SCRR | Securities Contracts (Regulation) Rules, 1957, as amended from time to time. | |||
SCSBs | Self-Certified Syndicate Banks. | |||
SEBI | The Securities and Exchange Board of India constituted under the SEBI Act, 1992. | |||
SEBI Act | Securities and Exchange Board of India Act 1992, as amended from time to time. | |||
SEBI | Insider | Trading | SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, | |
Regulations | including instructions and clarifications issued by SEBI from time to time. | |||
SEBI | ICDR | Regulations | / | Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) |
ICDR | Regulations / SEBI | Regulations, 2018, as amended from time to time. | ||
ICDR / ICDR | ||||
SEBI Takeover Regulations | Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) | |||
Regulations, 2011, as amended from time to time. | ||||
SEBI Rules and Regulations | SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as amended, | |||
the SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other | ||||
relevant rules, regulations, guidelines, which SEBI may issue from time to time, including | ||||
instructions and clarifications issued by it from time to time. | ||||
Sec. | Section. | |||
Securities Act | The U.S. Securities Act of 1933, as amended. | |||
S&P BSE SENSEX | S&P Bombay Stock Exchange Sensitive Index. | |||
SICA | Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time. | |||
SME | Small and Medium Enterprises. | |||
Stamp Act | The Indian Stamp Act, 1899, as amended from time to time. | |||
State Government | The Government of a State of India. | |||
Stock Exchanges | Unless the context requires otherwise, refers to, the NSE Emerge. | |||
STT | Securities Transaction Tax. | |||
TDS | Tax Deducted at Source. | |||
TIN | Tax payer Identification Number. | |||
8 |
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Saroja Pharma Industries India Ltd. published this content on 04 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 09:56:06 UTC.