PROSPECTUS
Dated: August 31, 2023
Please read Section 26 and 32 of the
Companies Act, 2013
Fixed Price Issue
(Please scan this QR Code to view the Prospectus)
REGISTERED OFFICE
212, Jhalawar Service Premises, E S
Patanwalla Compound, LBS Marg,
Ghatkopar West, Mumbai 400086,
Maharashtra, India.
KAHAN PACKAGING LIMITED
CIN: U36100MH2013PLC240584
CONTACT PERSON | EMAIL AND TELEPHONE |
Mithun Patel, | E-mail: info@kahanpackaging.com |
Company Secretary & | Tel No: +91 22-25004605 |
Compliance Officer | |
WEBSITE
www.kpackltd.com
PROMOTERS OF THE COMPANY
PRASHANT JITENDRA DHOLAKIA AND ROHIT JITENDRA DHOLAKIA
DETAILS OF THE ISSUE
TYPE | FRESH ISSUE SIZE | OFS SIZE | TOTAL ISSUE | ELIGIBILITY | ||
(IN ₹ LAKHS) | (BY NO. OF | SIZE (IN ₹ | ||||
SHARES OR BY | LAKHS) | |||||
AMOUNT IN | ₹) | |||||
Fresh | 7,20,000 Equity Shares | Nil | ₹576.00 Lakhs | THIS ISSUE IS BEING MADE IN TERMS OF REGULATION | ||
Issue | aggregating to ₹576.00 | 229(1) AND 253(1) OF 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. The Issue Price of ₹80/- per equity share (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page 66 of this Prospectus) 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 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 accurac y or adequacy of the Prospectus. Specific attention of the investors is invited to the section "Risk Factors" beginning on page 22 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 SME Platform of BSE Limited ("BSE SME" ). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, our Company has received "in-principle" approval letter dated August 22, 2023 from BSE Limited ("BSE" ) for using its name in the Offer Document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited ("BSE" ).
LEAD MANAGER TO THE ISSUE
NAME AND LOGO | CONTACT PERSON | EMAIL & TELEPHONE NO. | |
Hem Securities Limited | Ajay Jain | Email: ib@hemsecurities.com; | |
Tel. No.: +91- 022- 49060000 | |||
REGISTRAR TO THE ISSUE | |||
NAME | CONTACT PERSON | EMAIL & TELEPHONE | |
Purva Sharegistry (India) Private | Deepali Dhuri | Email: support@purvashare.com; | |
Limited | Tel. No.: +91 022 49614132 | ||
ISSUE PROGRAMME | |||
ISSUE OPENS ON: WEDNESDAY, SEPTEMBER 06, 2023 | ISSUE CLOSES ON: FRIDAY, SEPTEMBER 08, 2023 |
PROSPECTUS
Dated: August 31, 2023
Please read Section 26 and 32 of the
Companies Act, 2013
Fixed Price Issue
KAHAN PACKAGING LIMITED
CIN: U36100MH2013PLC240584
Our Company was originally incorporated as a public limited company under the name and style of "Kahan Packaging Limited" at Maharashtra, Mumbai, under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated February 19, 2013 issued by the Registrar of Companies, Maharashtra, Mumbai. We commenced commercial operations pursuant to a Certificate of Commencement of Business dated March 14, 2013 issued by the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identification Number of our Company is U36100MH2013PLC240584. For further details, please refer to chapter titled "History and Corporate Structure" beginning on page 108 of this Prospectus.
Registered Office: 212, Jhalawar Service Premises, E S Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India.
Tel No: +91-22-25004605; E-mail: info@kahanpackaging.com;Website: www.kpackltd.com;
Contact Person: Mithun Patel, Company Secretary & Compliance Officer
Promoters of our Company: Prashant Jitendra Dholakia and Rohit Jitendra Dholakia
DETAILS OF THE ISSUE
INITIAL PUBLIC OFFER OF 7,20,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH ("EQUITY SHARES") OF KAHAN PACKAGING
LIMITED ("OUR COMPANY" OR "KPL" OR "ISSUER") AT AN ISSUE PRICE OF ₹ 80 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 70 PER EQUITY SHARE) FOR CASH, AGGREGATING UP TO ₹ 576.00 LAKHS ("PUBLIC ISSUE") OUT OF WHICH 40,000 EQUITY SHARES OF FACE VALUE OF ₹ 10/- EACH, AT AN ISSUE PRICE OF ₹ 80 PER EQUITY SHARE FOR CASH, AGGREGATING ₹
32.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER
RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 6,80,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH, AT AN ISSUE PRICE OF ₹ 80 PER EQUITY SHARE FOR CASH, AGGREGATING UP TO ₹ 544.00
LAKHS IS HERE INAFTER REFERRED TO AS THE "NET ISSUE". THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 26.47% AND 25.00% RESPECTIVELY OF THE POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO 191 OF THIS PROSPECTUS.
This issue is being made through fixed price process in terms of Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations" ) as amended and Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the "SCRR" ), This issue has been made for at least 25.00% of the post-issuepaid-up equity share capital of our company and allocation in the net issue to the public will be made in terms of regulation 253 of the SEBI (ICDR) Regulations, 2018, as amended. For further details, please refer to section titled "Issue Procedure" beginning on page 197 of this Prospectus. A copy of Prospectus will be delivered to the Registrar of Companies for filing in accordance with Section 26 of the Companies Act, 2013.
All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA" ) process including through UPI mode (as applicable) by providing details of their respective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs" ) or under UPI Mechanism as the case may be. For details in this regard, specific attention is invited to "Issue Procedure" on page no. 197 of this Prospectus.
ELIGIBLE INVESTORS
For details in relation to Eligible Investors, please refer to section titled "Issue Procedure" beginning on page 197 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10/- per Equity Share and the Issue Price is 8 times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated under "Basis for Issue Price" beginning on page no. 66 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 or regarding the price at which the Equity Shares will be traded after listing
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 taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The 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 Prospectus. Specific attention of the investors is invited to "Risk Factors" beginning on page no. 22 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 SME Platform of BSE Limited ("BSE SME" ). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, our Company has received "in-principle" approval letter dated August 22, 2023 from BSE Limited ("BSE" ) for using its name in the Offer Document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited ("BSE" ).
LEAD MANAGER TO THE ISSUE | REGISTRAR TO THE ISSUE |
HEM SECURITIES LIMITED | Purva Sharegistry (India) Private Limited |
904, A Wing, Naman Midtown, Senapati Bapat Marg, Elphinstone Road, | 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), |
Lower Parel, Mumbai-400013, Maharashtra, India | Mumbai 400011, Maharashtra, India. |
Tel. No.: +91- 022- 49060000; | Tel. No.: +91 022 49614132 |
Fax No.: +91- 022- 22625991 | Email: support@purvashare.com |
Email: ib@hemsecurities.com | Investor grievance e-mail:support@purvashare.com |
Investor Grievance Email: redressal@hemsecurities.com | Website: www.purvashare.com |
Website: www.hemsecurities.com | Contact Person: Deepali Dhuri |
Contact Person: Ajay Jain | Validity Period: Permanent |
SEBI Regn. No. INM000010981 | SEBI Regn. No. INR000001112 |
CIN: U67120MH1993PTC074079 | |
ISSUE PROGRAMME | |
ISSUE OPENS ON: WEDNESDAY, SEPTEMBER 06, 2023 | ISSUE CLOSES ON: FRIDAY, SEPTEMBER 08, 2023 |
TABLE OF CONTENTS
SECTION | CONTENTS | PAGE NO. |
- GENERAL
1 | ||
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND | 14 | |
CURRENCY OF FINANCIAL PRESENTATION | ||
FORWARD LOOKING STATEMENTS | 16 | |
II. | SUMMARY OF PROSPECTUS | 17 |
III. | RISK FACTORS | 22 |
IV. | INTRODUCTION | |
THE ISSUE | 38 | |
SUMMARY OF OUR FINANCIALS | 39 | |
GENERAL INFORMATION | 42 | |
CAPITAL STRUCTURE | 50 | |
OBJECTS OF THE ISSUE | 60 | |
BASIS FOR ISSUE PRICE | 66 | |
STATEMENT OF SPECIAL TAX BENEFITS | 71 | |
V. | ABOUT THE COMPANY | |
INDUSTRY OVERVIEW | 74 | |
OUR BUSINESS | 87 | |
KEY INDUSTRIAL REGULATIONS AND POLICIES | 96 | |
HISTORY AND CORPORATE STRUCTURE | 108 | |
OUR MANAGEMENT | 111 | |
OUR PROMOTERS AND PROMOTER GROUP | 124 | |
DIVIDEND POLICY | 128 | |
VI. | FINANCIAL INFORMATION OF THE COMPANY | |
RESTATED FINANCIAL STATEMENTS | 129 | |
OTHER FINANCIAL INFORMATION | 161 | |
STATEMENT OF FINANCIAL INDEBTEDNESS | 162 | |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND | 166 | |
RESULTS OF OPERATIONS | ||
CAPITALISATION STATEMENT | 172 | |
VII. | LEGAL AND OTHER INFORMATION | |
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS | 173 | |
GOVERNMENT AND OTHER APPROVALS | 176 | |
OUR GROUP COMPANY | 179 | |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 180 | |
VIII. | ISSUE RELATED INFORMATION | |
TERMS OF THE ISSUE | 191 | |
197 | ||
ISSUE PROCEDURE | 200 | |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 221 | |
IX. | MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATIONOF OUR COMPANY | 224 |
X. | OTHER INFORMATION | |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 236 | |
DECLARATION | 237 | |
Kahan Packaging Limited
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, 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 Prospectus but not defined herein, shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the Securities Contracts Regulation Act, 1956 ("SCRA" ), the Depositories Act or the rules and regulations made there under.
Notwithstanding the foregoing, terms used in of the sections "Statement of Tax Benefits", "Financial Information of the Company" and "Main Provisions of the Articles of Association" on page 71, 129 and 87 respectively, shall have the meaning ascribed to such terms in such sections.
General Terms
Terms | Description | ||
"Issuer", "KPL", "the | Company", | Kahan Packaging Limited, a Company incorporated in India under the provisions of | |
"our Company", | and | "Kahan | Companies Act, 1956, having its Registered office at 212, Jhalawar Service Premises, E S |
Packaging Limited" | Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India. | ||
"we", "us" and "our" | Unless the context otherwise indicates or implies refers to our Company. | ||
"you", "your" or "yours" | Prospective investors in this Issue. | ||
Company related and Conventional terms | |||
Term | Description | ||
AOA / Articles / Articles of | Articles of Association of our Company, as amended from time to time. | ||
Association | |||
Audit Committee | The committee of the Board of Directors constituted as the Company's Audit Committee in | ||
accordance with Regulation 18 of the SEBI (LODR) Regulations and Section 177 of the | |||
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, | |||
2014 as described in the chapter titled "Our Management" beginning on page 111 of this | |||
Prospectus. | |||
Auditors/ Statutory Auditors | The Statutory Auditors of our Company being M/s. Dhanesh Amritlal & Associates (F.R.N: | ||
142800W). | |||
Bankers to our Company | Bank of India | ||
Board of Directors / the Board / our | The Board of Directors of our Company, including all duly constituted Committees thereof. | ||
Board | For further details of our Directors, please refer to section titled "Our Management" | ||
beginning on page 111 of this Prospectus. | |||
Chief Financial Officer/ CFO | The Chief Financial Officer of our Company being Purvi Prashant Dholakia. | ||
CIN | Corporate Identification Number being U36100MH2013PLC240584. | ||
Companies Act / Act | The Companies Act, 2013 and amendments thereto and erstwhile Companies Act 1956 as | ||
applicable | |||
Company Secretary and Compliance | The Company Secretary & Compliance Officer of our Company being Mithun Patel (M. No.: | ||
Officer | A43753). | ||
Depositories | A depository registered with SEBI under the Securities and Exchange Board of India | ||
(Depositories and Participants) Regulations, 1996 as amended from time to time, being. | |||
National Securities Depository Limited (NSDL) and Central Depository Services (India) | |||
Limited (CDSL). | |||
Depositories Act | The Depositories Act, 1996, as amended from time to time. | ||
DIN | Directors Identification Number. | ||
Director(s) / our Directors | The Director(s) of our Company, unless otherwise specified. For details of our Directors, see | ||
"Our Management" on page 111 of this Prospectus | |||
DP/ Depository Participant | A depository participant as defined under the Depositories Act, 1996. | ||
DP ID | Depository's Participant's Identity Number | ||
1 |
Kahan Packaging Limited
Term | Description | |||
Equity Shareholders/ Shareholders | Persons/ Entities holding Equity Shares of our Company. | |||
Equity Shares | Equity Shares of the Company of face value of Rs. 10/- each unless otherwise specified in the | |||
context thereof. | ||||
Executive Directors | Executive Directors are the Managing Director & Whole-time Directors of our Company. | |||
Fugitive economic offender | Shall mean an individual who is declared a fugitive economic offender under section 12 of the | |||
Fugitive Economic Offenders Act, 2018 (17 of 2018) | ||||
GIR Number | General Index Registry Number. | |||
HNI | High Net worth Individual | |||
HUF | Hindu Undivided Family | |||
IBC | The Insolvency and Bankruptcy Code, 2016 | |||
Independent Director | An Independent Director as defined under Section 2(47) of the Companies Act, 2013 and as | |||
defined under the SEBI (LODR) Regulations. For details of our Independent Directors, see | ||||
"Our Management" on page 111 of this Prospectus. | ||||
Ind AS or Indian Accounting | Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read | |||
Standards | with Companies (Indian Accounting Standards) Rules, 2015, as amended. | |||
ISIN | International Securities Identification Number. In this case being INE04T901017. | |||
IT Act | The Income Tax Act, 1961 as amended till date. | |||
JV/ Joint Venture | A commercial enterprise undertaken jointly by two or more parties which otherwise retain | |||
their distinct identities. | ||||
Key Management Personnel/ KMP | Key Management Personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI | |||
Regulations, Section 2(51) of the Companies Act, 2013. For details, see section titled "Our | ||||
Management" on page 111 of this Prospectus. | ||||
LLP | Limited Liability Partnership | |||
MOA | / | Memorandum | / | Memorandum of Association of our Company as amended from time to time. |
Memorandum of Association | ||||
MD or Managing Director | The Managing Director of our Company, Prashant Jitendra Dholakia | |||
Materiality Policy | The policy adopted by our Board on June 20, 2023 for identification of Group Companies, | |||
material outstanding litigation and material outstanding dues to creditors, pursuant to the | ||||
disclosure requirements under the SEBI (ICDR) Regulations, 2018 as amended from time to | ||||
time. | ||||
Nomination | and Remuneration | The nomination and remuneration committee of our Board constituted in accordance with | ||
Committee | Section 178 of the Companies Act, 2013 as described in the chapter titled "Our | |||
Management" beginning on page 111 of this Prospectus. | ||||
Non-Executive Director | A Director not being an Executive Director. For details of our Independent Directors, see | |||
"Our Management" on page 111 of this Prospectus | ||||
NRIs / Non-Resident Indians | Person of Indian origin as defined under Consolidated Foreign Direct Investment Policy 2017 | |||
Peer Review Auditor | The Independent Peer Reviewed Auditor of our Company M/s. R K Jagetiya & Co., Chartered | |||
Accountant (FRN: 146264W) | ||||
Promoter(s) | Shall mean Promoters of our Company i.e. Prashant Jitendra Dholakia and Rohit Jitendra | |||
Dholakia. For further details, please refer to section titled "Our Promoters & Promoter | ||||
Group" beginning on page 124 of this Prospectus. | ||||
Promoter Group | Includes such Persons and companies constituting our promoter group covered under | |||
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 as enlisted in the section "Our | ||||
Promoters and Promoter Group" beginning on page 124 of this Prospectus. | ||||
Person or Persons | Any Individual, Sole Proprietorship, Unincorporated Association, Unincorporated | |||
Organization, Body Corporate, Corporation, Company, Partnership, Limited Liability | ||||
Company, Joint Venture, or Trust or any other entity or organization validly constituted and/or | ||||
incorporated in the jurisdiction in which it exists and operates, as the context requires. | ||||
RBI Act | The Reserve Bank of India Act, 1934 as amended from time to time. | |||
Registered Office | The Registered Office of our Company situated at 212, Jhalawar Service Premises, E S | |||
Patanwalla Compound, LBS Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India. | ||||
Reserve Bank of India / RBI | Reserve Bank of India constituted under the RBI Act. | |||
Restated Financial Information | The Restated Financial statements of our Company, comprising of the Restated Statement of | |||
Assets and Liabilities as at March 31 2023, 2022 and 2021 and the Restated Statements of | ||||
Profit and Loss and Cash Flows for the fiscals ended March 31 2023, 2022 and 2021 of our | ||||
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Kahan Packaging Ltd. published this content on 22 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 October 2023 07:04:08 UTC.