Letter of Offer
November 25, 2022
For Eligible Equity Shareholders only
AJOONI BIOTECH LIMITED
(CIN- L85190PB2010PLC040162)
Our Company was originally incorporated at Chandigarh as "Ajooni Biotech Private Limited" on 17th February, 2010 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation issued by the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. Consequent upon the conversion of our Company to public limited company, the name of our Company was changed to "Ajooni Biotech Limited" and fresh certificate of incorporation dated 27th September, 2017 was issued by the Registrar of Companies, Chandigarh, Punjab. For further details in relation to the changes to the name of our Company, please refer to the section titled "General Information" beginning on page 47 of this Letter of offer.
Registered Office: D-118, Industrial Area, Phase-7, Mohali, Punjab - 160055
Tel: +0172-5020758-69
Email: info@ajoonibiotech.comWebsite: www.ajoonibiotech.com
Contact Person: Ms. Swati Vijan, Company Secretary & Compliance Officer
PROMOTERS OF OUR COMPANY: MR. JASJOT SINGH AND M/S HEALTHY BIOSCIENCES PRIVATE LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF AJOONI BIOTECH LIMITED ONLY
NEITHER OUR COMPANY, OUR PROMOTERS NOR OUR DIRECTORS HAVE BEEN DECLARED AS A WILFUL DEFAULTER OR FRAUDULENT BORROWER
BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY
THE ISSUE
ISSUE OF UPTO 4,83,60,313 EQUITY SHARES OF FACE VALUE OF RS. 2 EACH ("EQUITY SHARES") OF AJOONI BIOTECH LIMITED ("ABL" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 6 PER EQUITY SHARE (INCLUDING PREMIUM OF RS. 4 PER EQUITY SHARE) ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT NOT EXCEEDING RS. 2,901.62 LACS TO THE ELIGIBLE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 29 (TWENTY NINE) EQUITY SHARES FOR EVERY 30 (THIRTY) EQUITY SHARE HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. 25TH NOVEMBER, 2022 (THE "ISSUE"). THE ISSUE PRICE IS 3 TIME OF FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE SEE THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 122 OF THIS LETTER OF OFFER.
GENERAL RISK
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 with such investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors shall rely on their own examination of our Company and the Issue including the risks involved. The securities being offered 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 this Letter of Offer.
Specific attention of the investors is invited to "Risk Factors" beginning on page 23 of this Letter of Offer before making an investment in this 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 this 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 of our Company are listed on National Stock Exchange of India Limited (NSE). Our Company has received "in-principle" approval from NSE for listing the Equity Shares to be allotted pursuant to the Issue through its letter dated 3rd November, 2022. Our Company will also make an application to NSE to obtain its trading approval for the right 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 NSE.
ADVISOR TO THE ISSUE | REGISTRAR TO THE ISSUE | |||||
TM | ||||||
NAVIGANT CORPORATE ADVISORS LIMITED | CAMEO CORPORATE SERVICES LTD. | |||||
Subramanian Building, | ||||||
423, A Wing, Bonanza, Sahar Plaza Complex, | ||||||
1 Club House Road, | ||||||
J B Nagar, Andheri Kurla Road, Andheri East, | ||||||
Chennai 600 002. | ||||||
Mumbai-400 059 | ||||||
Tel No.: +044-40020700 (5 lines) | ||||||
Tel No. +91-22-41204837 | ||||||
E-mailID: priya@cameoindia.com | ||||||
Email Id-navigant@navigantcorp.com | ||||||
Investor Grievance Email: investor@cameoindia.com | ||||||
Investor Grievance Email:info@navigantcorp.com | ||||||
Website: www.cameoindia.com / https://rights.cameoindia.com/ajooni | ||||||
Website: www.navigantcorp.com | ||||||
Contact Person: Ms. K. Sreepriya | ||||||
SEBI Registration Number: INM000012243 | ||||||
SEBI Registration No: INR000003753 | ||||||
Contact Person: Mr. Sarthak Vijlani | ||||||
ISSUE PROGRAMME | ||||||
ISSUE OPENS ON | LAST DATE OF ON MARKET RENONCIATIONS* | ISSUE CLOSES ON** | ||||
WEDNESDAY, 7TH DECEMBER, 2022 | FRIDAY, 9TH DECEMBER, 2022 | THURSDAY, 15TH DECEMBER, 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 Renouncee(s) on or prior to the Issue Closing Date.
**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time but not exceeding 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.
Ajooni Biotech Limited | |||||||
TABLE OF CONTENTS | |||||||
SECTION | TITLE | PAGE NO | |||||
I | GENERAL | ||||||
DEFINITIONS AND ABBREVIATIONS | 2 | ||||||
NOTICE TO INVESTORS | 12 | ||||||
PRESENTATION OF FINANCIAL AND OTHER INFORMATION | 14 | ||||||
FORWARD LOOKING STATEMENTS | 16 | ||||||
II | SUMMARY OF LETTER OF OFFER | 18 | |||||
III | RISK FACTORS | 23 | |||||
IV | INTRODUCTION | ||||||
THE ISSUE | 41 | ||||||
SUMMARY OF FINANCIAL STATEMENTS | 42 | ||||||
GENERAL INFORMATION | 47 | ||||||
CAPITAL STRUCTURE | 53 | ||||||
OBJECTS OF THE ISSUE | 70 | ||||||
STATEMENT OF SPECIAL TAX BENEFITS | 75 | ||||||
V | ABOUT OUR COMPANY | ||||||
OUR INDUSTRY | 77 | ||||||
OUR BUSINESS | 89 | ||||||
OUR MANAGEMENT | 93 | ||||||
VI | FINANCIAL INFORMATION | ||||||
FINANCIAL STATEMENTS | 100 | ||||||
STATEMENT OF ACCOUNTING RATIOS AND CAPITALISATION STATEMENT | 101 | ||||||
MARKET PRICE INFORMATION | 102 | ||||||
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND | 104 | ||||||
RESULTS OF OPERATIONS | |||||||
VII | LEGAL AND OTHER INFORMATION | ||||||
OUTSTANDING LITIGATIONS AND OTHER DEFAULTS | 109 | ||||||
GOVERNMENT AND OTHER STATUTORY APPROVALS | 113 | ||||||
MATERIAL DEVELOPMENTS | 114 | ||||||
OTHER REGULATORY AND STATUTORY DISCLOSURES | 115 | ||||||
VIII | ISSUE INFORMATION | ||||||
TERMS OF THE ISSUE | 122 | ||||||
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 151 | ||||||
STATUTORY AND OTHER INFORMATION | 153 | ||||||
IX | OTHER INFORMATION | ||||||
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 154 | ||||||
DECLARATION | 156 | ||||||
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Ajooni Biotech Limited
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 capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
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 Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in "Statement of Special Tax Benefits" and "Financial Statements" beginning on pages 75 and 100, respectively of this Letter of Offer, shall have the meaning given to such terms in such sections.
Company Related Terms
Terms | Description | ||
"Ajooni Biotech Limited" or | Ajooni Biotech Limited, a public limited company incorporated under the | ||
"the Company" | provisions of the Companies Act, 1956 and having its Registered Office at | ||
or "our Company" or "we" | D-118, Industrial Area, Phase-7, Mohali, Punjab - 160055. | ||
or "us" or "our" or "the | |||
Issuer" | |||
Articles of Association | The Articles of Association of our Company as amended from time to | ||
time. | |||
Auditors / Statutory Auditors | The Statutory Auditors of our Company being M/s. Harjeet Parvesh & | ||
Company, Chartered Accountant. | |||
Board / Board of Directors / | The Board of Directors of our Company or a duly constituted committee | ||
our Board | thereof, as the context may refer to. | ||
Director(s) | Any or all the director(s) of our Board, as may be appointed from time to | ||
time. | |||
Equity Shares / Shares | Equity Shares of face value of Rs. 2 each of our Company. | ||
Internal Auditors | M/s. N. Kumar & Co, Chartered Accountants. | ||
Key Managerial Personnel / | Mr. Jasjot Singh, Managing Director and Chief Financial Officer, Mr. | ||
KMP | Partek Singh, Director, Mr. Gursimran Singh, Whole time Director and | ||
Mrs. Swati Vijan, Company Secretary and Compliance Officer, | |||
collectively referred as Key Managerial Personnel of the Company. | |||
Memorandum of Association | The Memorandum of Association of our Company, as amended from time | ||
to time. | |||
Promoter | Mr. Jasjot Singh and M/s Healthy Biosciences (P) Ltd. | ||
Promoter Group | Persons and entities forming part of the promoter group of our Company | ||
as determined in terms of Regulation 2(1)(pp) of the SEBI ICDR | |||
Regulations and as disclosed by our Company in the filings made with the | |||
Stock Exchange under the SEBI Listing Regulations. | |||
Registered Office | Registered office of our Company situated at D-118, Industrial Area, | ||
Phase-7, Mohali, Punjab - 160055. | |||
2 |
Ajooni Biotech Limited | |||||
Terms | Description | ||||
Registrar of | Registrar of Companies, Chandigarh and Punjab. | ||||
Companies / ROC | |||||
Subsidiary | / Subsidiary | Our Company has no Subsidiary as on this date of filing of this Letter of | |||
Company / our Subsidiary | Offer. | ||||
Issue Related Terms | |||||
Term | Description | ||||
Abridged Letter of Offer or | The Abridged letter of offer to be sent to the Eligible Equity | ||||
ALOF | Shareholders as on the Record Date with respect to the Issue in | ||||
accordance with the SEBI ICDR Regulations and the Companies Act. | |||||
Additional | Rights Equity | The Rights Equity Shares applied or allotted under this Issue in addition | |||
Shares / Additional Equity | to the Rights Entitlement. | ||||
Shares | |||||
Allotment / Allot / Allotted | The allotment of Rights Equity Shares pursuant to the Issue. | ||||
/Allotment of Rights Equity | |||||
Shares | |||||
Allotment Account(s) | The account(s) opened with the Banker(s) to this Issue, into which the | ||||
Application Money lying credit to 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, 2013. | |||||
Allotment Account Bank(s) | Bank(s) 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 | The note or advice or intimation of Allotment sent to the Investors, who | ||||
have been or are to be allotted the Rights Equity Shares after the basis | |||||
of Allotment has been approved by the NSE. | |||||
Allotment Date | The date on which Allotment is made. | ||||
Allottee(s) | Persons to whom Rights Equity Shares of our Company are allotted | ||||
pursuant to this Issue. | |||||
Applicant(s) / Investors | Eligible Shareholder(s) and/or Renouncee(s) who make an application | ||||
for the Rights Equity Shares pursuant to the Issue in terms of the Letter | |||||
of Offer. | |||||
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, to subscribe to the | |||||
Rights Equity Shares at the Issue Price. | |||||
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 | The application (whether physical or electronic) used by Investors to | |||
Blocked Amount / ASBA | make an application authorizing the SCSB to block the amount payable | ||||
on application in their specified bank account maintained with SCSB. | |||||
3 |
Ajooni Biotech Limited
Term | Description | ||||||||||
ASBA Account | An account maintained with an SCSB and specified in the CAF or plain | ||||||||||
paper application, as the case may be by the Applicant for blocking the | |||||||||||
amount mentioned in the CAF or in the plain paper application. | |||||||||||
ASBA Circulars | Collectively, | SEBI | circular | bearing | reference | number | |||||
SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009, SEBI | |||||||||||
circular bearing reference number CIR/CFD/DIL/1/2011 dated April 29, | |||||||||||
2011, | SEBI | circular | bearing | reference | number | ||||||
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 and SEBI | |||||||||||
circular bearing reference number SEBI/HO/CFD/DIL2/P/CIR/2022/75 | |||||||||||
dated May 30,2022. | |||||||||||
Bankers to the Issue / | Axis Bank Limited | ||||||||||
Escrow | Collection Bank | ||||||||||
Banker to the Issue | Agreement dated 21st November, 2022 entered into by and amongst our | ||||||||||
Agreement | Company, the Registrar to the Issue and the Bankers 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. | |||||||||||
Basis of Allotment | The basis on which the Equity Shares will be Allotted to successful | ||||||||||
Applicants in consultation with the Designated Stock Exchange under | |||||||||||
this Issue, as described in "Terms of the Issue" beginning on page 122 of | |||||||||||
this Letter of Offer. | |||||||||||
CAF / | Common Application | The application form used by Investors to make an application for | |||||||||
Form | Allotment under the Issue | ||||||||||
Controlling | Branches | Such branches of the SCSBs which coordinate with the Registrar to the | |||||||||
/ Controlling | Branches of | Issue and the Stock Exchange, a list of which is available on | |||||||||
the SCSBs | https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF | ||||||||||
pi=yes&intmId=34 | |||||||||||
Designated Branches | Such branches of the SCSBs which shall collect application forms used | ||||||||||
by ASBA Investors and a list of which is available at | |||||||||||
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF | |||||||||||
pi=yes&intmId=34 | |||||||||||
Designated Stock Exchange | National Stock Exchange of India Limited | ||||||||||
Depository | A depository registered with SEBI under the SEBI (Depository and | ||||||||||
Participant) Regulations, 2018, as amended from time to time, read | |||||||||||
with the Depositories Act, 2018. | |||||||||||
Draft Letter of Offer / DLOF | This draft letter of offer dated 27th October, 2022 | ||||||||||
ECS | Electronic Clearing Service | ||||||||||
Equity | Shareholder(s)/ | The holders of Equity Shares of our Company. | |||||||||
Shareholder(s) | |||||||||||
Eligible Equity Shareholders | Holders of Equity Shares of our Company as on the Record Date, i.e. 25th | ||||||||||
/ Eligible Shareholders/ | November, 2022. | ||||||||||
Escrow Account(s) | One or more no-lien and non-interest-bearing accounts with the Escrow | ||||||||||
Collection Bank(s) for the purposes of collecting the Application Money | |||||||||||
from resident Investors. | |||||||||||
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Ajooni Biotech 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.