SOUTH WEST PINNACLE EXPLORATION LIMITED with section 32 of the Companies Act, ... For details of...

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Transcript of SOUTH WEST PINNACLE EXPLORATION LIMITED with section 32 of the Companies Act, ... For details of...

  • RED HERRING PROSPECTUSDated: January 24, 2018

    Read with section 32 of the Companies Act, 2013 Book Built Issue

    SOUTH WEST PINNACLE EXPLORATION LIMITEDOur Company was originally incorporated as South West Pinnacle Exploration Private Limited at Delhi as a Private Limited Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated November 27, 2006 bearing Corporate Identity Number U13203DL2006PTC155912 issued by Registrar of Companies, National Capital Territory of Delhi and Haryana. Pursuant to change in the registered office of our Company from one state to another state vide resolution passed by shareholders of our company in the Extra Ordinary General Meeting held on September 11, 2012 consequent to which fresh certificate of incorporation was issued by Registrar of Companies, Haryana, on June 15, 2013 bearing Corporate Identification Number U13203HR2006PTC049480. Subsequently, pursuant to shareholders resolution passed at Extraordinary General Meeting of our Company held on October 31, 2017, our Company was converted into a Public Limited Company, following which our name was changed to South West Pinnacle Exploration Limited and a Fresh Certificate of Incorporation consequent upon conversion of company to Public Limited, dated November 17, 2017 was issued by Registrar of Companies, National Capital Territory of Delhi & Haryana. The Corporate Identification number of our Company is U13203HR2006PLC049480. For details of incorporation, change of registered office of our Company, please refer to chapter titled Our History and Certain Other Corporate Matters beginning on page 163 of this Red Herring Prospectus.

    Registered Office: Siddhartha House, 4th Floor, Plot No. 6, Sector 44, Gurgaon, Haryana 122003, IndiaTel. No.: +91 124 4235400; Fax No.: +91 124 4235402; E-mail: investors@southwestpinnacle.com; Website: www.southwestpinnacle.com

    Contact Person: Arjun Sharma, Company Secretary and Compliance Officer

    PROMOTERS OF OUR COMPANY: VIKAS JAIN & PIYUSH JAIN

    THE ISSUE

    INITIAL PUBLIC OFFER CONSISTING OF FRESH ISSUE OF UPTO 45,96,800* EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID FOR CASH AT A PRICE OF RS. [] PER EQUITY SHARE (THE ISSUE PRICE) (INCLUDING A SHARE PREMIUM OF RS. [] PER EQUITY SHARE) AGGREGATING UP TO RS. []** LAKHS (THE ISSUE), OF WHICH [] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. []/- PER EQUITY SHARE, AGGREGATING RS. [] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE MARKET MAKER RESERVATION PORTION) AND [] EQUITY SHARES OF RS. 10/- EACH FOR CASH AT PRICE OF RS. [] PER EQUITY SHARE AGGREGATING RS. [] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE EMPLOYEES RESERVATION PORTION). THE ISSUE LESS MARKET MAKER RESERVATION PORTION AND EMPLOYEES RESERVATION PORTION I.E. ISSUE OF [] EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. []/- PER EQUITY SHARE, AGGREGATING RS. [] LAKHS IS HEREINAFTER REFERED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE []% AND []% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.The Company has undertaken in consultation with the BRLM, a private placement of 54,400 Equity Shares for cash consideration aggregating Rs. 42.43 Lakhs (Pre IPO Placement). The size of the Issue as disclosed in the Draft Red Herring Prospectus dated January 15, 2018 being Rs. 42.43 Lakhs has been reduced accordingly.THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (BRLM) AND WILL BE ADVERTISED ALONG WITH LOT SIZE IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER BUSINESS STANDARD AND REGIONAL NEWSPAPER GURGAON MAIL, EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE EMERGE, REFERRED TO AS THE STOCK EXCHANGE) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE.In case of any revisions in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the BRLM and the terminals of the Syndicate Members (defined herein below).

    In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, 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. For details in this regard, specific attention is invited to the chapter titled Issue Procedure beginning on page 367 of this Red Herring Prospectus. A copy will be delivered for registration to the Registrar as required under Section 32 of the Companies Act, 2013.

    In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR) the Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time (SEBI (ICDR) Regulations), wherein 49.96% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLM may allocate upto 59.99% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Issue will be available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received or above the Issue Price. All investors (except Anchor Investors) shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (ASBA) process by providing details of their respective bank accounts which will be blocked by SCSBs. For details, see Issue Procedure on Page 367.

    RISKS IN RELATION TO FIRST ISSUE

    This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each. The Floor Price is [] times the face value and the Cap Price is [] times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLM as stated in Basis for Issue Price on page 111 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 Red Herring Prospectus. Specific attention of the investors is invited to the section Risk Factors beginning on page 24 of this Red Herring Prospectus.

    COMPANYS ABSOLUTE RESPONSIBILITY

    Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring 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 Red Herring 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 Red Herring 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 of our Company issued through this Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (NSE EMERGE), in terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009 as amended from time to time. Our Company has received