Letter of Offer,
April 25, 2023
For Eligible Equity Shareholders Only
SAMOR REALITY LIMITED
CIN: L45400GJ2020PLC118556
Our Company was originally formed as a Partnership Firm under Partnership Act, 1932 ("Partnership Act") having Firm Registration Number GUJAH201891 in the name and style of "Samor Reality" pursuant to Deed of Partnership dated December 02, 2014. Samor Reality was thereafter converted from Partnership Firm to a Public Limited Company under Part I chapter XXI of the Companies Act, 2013 with the name and style of "Samor Reality Limited" and received a Certificate of Incorporation from the Registrar of Companies, Central Registration Center dated December 01, 2020. The equity shares of our Company were listed on SME platform of BSE Limited on October 13, 2021. The Scrip symbol 'SAMOR' and ISIN 'INE0GD201014'. The Corporate Identification Number of our Company is L45400GJ2020PLC118556.
Registered Office: FO F.401, Shop Atlantis, Near Reliance Pump, Prahladnagar Road, Anandnagar, Satellite, Ahmedabad, Gujarat - 380015, India
Contact Person: Ms. Pooja Aidasani, Company Secretary and Compliance Officer; Tel: 079-4038-0259;
Email: compliance@samor.in; Website:www.samor.in
PROMOTERS OF OUR COMPANY: MR. BIRJUKUMAR AJITBHAI SHAH & MRS. JAGRUTIBEN BIRJUBHAI SHAH
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF SAMOR REALITY LIMITED
("COMPANY" OR "ISSUER") ONLY
ISSUE OF 1,07,50,000 EQUITY SHARES WITH A FACE VALUE OF ₹10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 10 EACH AT A PAR ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT ₹ 1075.00 LACS ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARES FOR EVERY 1 FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON MAY 02, 2023 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1 TIME THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 99 OF THIS LETTER OF OFFER.
WILFUL DEFAULTER OR A FRAUDULENT BORROWER
Neither our Company nor any of our Promoters or Directors has been categorized as a Wilful Defaulter or a Fraudulent Borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on Wilful Defaulter or a Fraudulent Borrower issued by the Reserve Bank of India.
GENERAL RISKS
Investment in equity and equity related securities involves 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and this offer including the risks involved. The Rights Equity Shares have not been recommended or approved by Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer "Risk Factors" beginning on page 17 of this Letter of Offer before investing 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 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 and traded on SME platform of BSE Limited ("BSE"). Our Company has received an in-principle approval letter dated April 21, 2023 from BSE for listing Rights Equity shares through their letter dated April 21, 2023. For the purpose of this Issue, the Designated Stock Exchange is BSE.
REGISTRAR TO THE ISSUE
KFIN TECHNOLOGIES LIMITED
Selenium Tower-B, Plot No. 31-32, Gachibowli,
Financial District, Nanakramguda, Serilingampally,
Hyderabad, Telangana - 500 032.
Tel: +91-40-6716-2222;
Fax No.: +91-40-6716-1563
Email:samor.rights@kfintech.com
Website:https://rights.kfintech.com
Investors Grievance E-mail:einward.ris@kfintech.com
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSES ON# |
MAY 15, 2023 | MAY 29, 2023 | JUNE 02, 2023 |
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renounces on or prior to the Issue Closing Date.
- Our Board or a duly authorized thereof will have the right to extend the Issue Period as it may determine from time to time, not exceeding 30 (thirty) days from the Issue Opening Date. Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
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Table of Contents | |
NOTICE TO INVESTORS | 9 |
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION, MARKET DATA AND CURRENCY OF | |
PRESENTATION | 11 |
FORWARD LOOKING STATEMENTS | 13 |
SECTION II - SUMMARY OF THIS LETTER OF OFFER | 15 |
SECTION III - RISK FACTORS | 17 |
SECTION IV - INTRODUCTION | 37 |
THE ISSUE | 37 |
GENERAL INFORMATION | 38 |
CAPITAL STRUCTURE | 42 |
OBJECTS OF THE ISSUE | 45 |
STATEMENT OF TAX BENEFITS | 49 |
SECTION V - ABOUT THE COMPANY | 50 |
INDUSTRY OVERVIEW | 50 |
OUR BUSINESS | 65 |
OUR MANAGEMENT | 74 |
SECTION VI - FINANCIAL INFORMATION | 78 |
FINANCIAL STATEMENTS | 78 |
FINANCIAL INDEBTEDNESS | 79 |
ACCOUNTING RATIOS | 80 |
MATERIAL DEVELOPMENTS | 82 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | |
OPERATIONS | 83 |
SECTION VII - LEGAL AND OTHER INFORMATION | 89 |
OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS | 89 |
GOVERNMENT AND OTHER APPROVALS | 92 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 93 |
SECTION VIII - ISSUE INFORMATION | 99 |
TERMS OF THE ISSUE | 99 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 128 |
SECTION IX - OTHER INFORMATION | 129 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 130 |
DECLARATION | 131 |
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SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
DEFINITIONS
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 Applicant only and is not exhaustive.
This Letter of Offer uses the definitions and abbreviations set forth below, which, unless the context otherwise indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, or policies shall be to such legislation, act, regulation, rules, guidelines, or policies as amended, supplemented, or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
In this Letter of Offer, unless otherwise indicated or the context otherwise requires, all references to 'the/our Company', 'we', 'our', 'us' or similar terms are to Samor Reality Limited as the context requires, and references to 'you' are to the Eligible Equity Shareholders and/ or prospective Investors in this Right Issue of Equity Shares.
The words and expressions used in this Letter of Offer, but not defined herein, shall have the same meaning (to the extent applicable) ascribed to such terms under the SEBI (ICDR) Regulations, the Companies Act, 2013, the SCRA, the Depositories Act, and the rules and regulations made thereunder. Notwithstanding the foregoing, terms used in section titled "Industry Overview", "Statement of Tax Benefits", "Financial Information", "Outstanding Litigations, Defaults, and Material Developments" and "Terms of the Issue" on pages 50, 49, 74, 89, and 99 respectively, shall have the meaning given to such terms in such sections.
COMPANY RELATED AND GENERAL TERMS
Term | Description | |||||
Samor | Reality | Samor Reality Limited, a public limited company incorporated under the provisions of the | ||||
Limited | / | the | Companies Act, 2013, as amended from time to time; | |||
Company/ | our | |||||
Company | ||||||
We/ us/ our | Unless the context otherwise indicates or implies, refers to Samor Reality Limited; | |||||
AoA/ | Articles | of | The Articles of Association of Samor Reality Limited, as amended from time to time; | |||
Association | ||||||
Associate | The Company do not have any Associate Company. | |||||
Audit Committee | The committee of the Board of Directors constituted as our Company's Audit Committee | |||||
in accordance with Section 177 of the Companies Act, 2013; | ||||||
Auditors/ | Statutory | The current Statutory Auditors of our company being M/s Bhagat & Co, Chartered | ||||
Auditors/ | Peer | Accountants; | ||||
Review Auditor | ||||||
Board | of | Directors/ | Board of Directors of our Company; | |||
Board | ||||||
Chairman & | Mr. Birjukumar Ajitbhai Shah; | |||||
Managing Director | ||||||
Chief | Financial | The Chief Financial Officer of our Company being Mr. Birjukumar Ajitbhai Shah; | ||||
Officer/ CFO | ||||||
Company | Secretary | The Company Secretary & Compliance Officer of our Company being Ms. Pooja Aidasani; | ||||
and | Compliance | |||||
Officer | ||||||
Equity Shares | Equity shares of the Company having face value of ₹10.00 (Rupees Ten only); | |||||
Independent directors on the Board and eligible to be appointed as an Independent Director | ||||||
Independent Director | under the provisions of Companies Act and SEBI (LODR) Regulations. For details of the | |||||
Independent Directors, please refer to section titled "Our Management" beginning on page | ||||||
74 of this Letter of Offer; | ||||||
ISIN | International Securities Identification Number being INE0GD201014; | |||||
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Term | Description | ||||||
Key | Management | Key management personnel of our Company in terms of Regulation 2(1) (bb) of the SEBI | |||||
(ICDR) Regulations and Section 2(51) of the Companies Act, 2013. For details, please | |||||||
Personnel /KMP | |||||||
refer to section titled "Our Management" beginning on page 74 of this Letter of Offer; | |||||||
MoA/ | Memorandum | The Memorandum of Association of Samor Reality Limited, as amended from time to time; | |||||
of Association | |||||||
Nomination | and | The committee of the Board of directors reconstituted as our Company's Nomination and | |||||
Remuneration | Remuneration Committee in accordance with Section 178 of the Companies Act, 2013; | ||||||
Committee | |||||||
Non-Executive | A Director, not being an Executive Director of our Company; | ||||||
Director | |||||||
Promoters | Mr. Birjukumar Ajitbhai Shah and Mrs. Jagrutiben Birjubhai Shah; | ||||||
Persons and entities forming part of the promoter group of our Company as determined in | |||||||
Promoter Group | terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations and as disclosed by our | ||||||
Company in the filings made with the BSE under the SEBI (LODR) Regulations; | |||||||
Registered Office | FO F.401, Shop Atlantis, Near Reliance Pump, Prahladnagar Road, Anandnagar, Satellite, | ||||||
Ahmedabad, Gujarat - 380015, India | |||||||
Registrar | of | Registrar of Companies, Ahmedabad, Gujarat; | |||||
Companies/ RoC | |||||||
Stakeholders | The committee of the Board of Directors constituted as our Company's Stakeholders | ||||||
Relationship | Relationship Committee in accordance with Section 178 of the Companies Act, 2013; | ||||||
Committee | |||||||
Stock Exchange | Stock exchange where the Equity Shares are presently listed, being BSE Limited; | ||||||
Unaudited | Financial | The limited reviewed unaudited financial results for the six months period ended | |||||
September 30, 2022, including the notes thereto and the report thereon. For details, see | |||||||
Results | |||||||
"Financial Statements" on page 78 of this Letter of Offer; | |||||||
ISSUE RELATED TERMS | |||||||
Term | Description | ||||||
Abridged Letter of | Abridged Letter of Offer to be sent to the Eligible Equity Shareholders with respect to the | ||||||
Issue in accordance with the provisions of the SEBI (ICDR) Regulations and the | |||||||
Offer | |||||||
Companies Act; | |||||||
Additional | Rights | The Rights Equity Shares applied or allotted under this Issue in addition to the Rights | |||||
Equity Shares | Entitlements; | ||||||
Allot/Allotment/Allot | Unless the context requires, the allotment of Rights Equity Shares pursuant to this Issue; | ||||||
ted | |||||||
The account opened with the Banker to the Issue, into which the Application Money lying | |||||||
Allotment Account | to the credit of the escrow account(s) and amounts blocked in the ASBA Account, with | ||||||
respect to successful Investors will be transferred on the Transfer Date in accordance with | |||||||
Section 40 (3) of the Companies Act; | |||||||
Allotment Date | Date on which the Allotment is made pursuant to the Issue; | ||||||
Allottees | Persons to whom Rights Equity Shares are issued pursuant to the Issue; | ||||||
Applicant(s)/ | Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for the | ||||||
Investor(s) | Rights Equity Shares pursuant to this Issue in terms of the Letter of Offer, being an ASBA | ||||||
Investor; | |||||||
Application made through submission of the Application Form or plain paper Application | |||||||
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 Equity Shares at the Issue Price; | |||||||
Unless the context otherwise requires, an application form (including online application | |||||||
Application Form | through 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 at the time of Application ₹ 10 (Rupees Ten Only) in respect of | ||||||
the Rights Equity Shares applied for in this Issue at the Issue Price; | |||||||
Application | Application used by ASBA Investors to make an application authorizing a SCSB to block | ||||||
Supported by Blocked | |||||||
the Application Money in the ASBA Account; | |||||||
Amount or ASBA | |||||||
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Samor Reality Ltd. published this content on 16 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2023 11:02:03 UTC.