Draft Letter of Offer
Dated: August 11, 2023
For Eligible Equity Shareholders only
LLOYDS ENGINEERING WORKS LIMITED
(Formerly known as "Lloyds Steels Industries Limited")
Our Company was incorporated as "Climan Properties Private Limited" on September 19, 1994, as a private limited Company under the Companies Act, 1956, and was granted the Certificate of Incorporation by the Registrar of Companies, Mumbai. Subsequently, our Company was converted into a Public Limited Company and the name of our Company was changed to "Climan Properties Limited" on April 17, 2000, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai. Thereafter, the name of our Company was changed from "Climan Properties Limited" to "Encon Technologies Limited" pursuant to a fresh Certificate of Incorporation dated April 19, 2000. Subsequently, the name of our Company was changed to "Lloyds Encon Technologies (I) Limited" on May 31, 2011, vide a fresh certificate of incorporation issued by the Registrar of Companies, Mumbai. The name of our Company was changed to " Lloyds Steels Industries Limited" on May 04, 2013, vide a fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai.
Pursuant to a scheme of arrangement ("Scheme") between Uttam Value Steels Limited ("UVSL") and Lloyds Steels Industries Limited, the engineering division of UVSL was demerged from UVSL into Lloyds Steels Industries Limited, by the Hon'ble High Court of Judicature at Bombay vide its order dated October 30, 2015 and speaking to minutes of the order dated November 30, 2015. Subsequent to the sanction of the Scheme, Lloyds Steels Industries Limited was listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on July 18, 2016. Thereafter, the name of our Company was changed from "Lloyds Steels Industries Limited" to "Lloyds Engineering Works Limited" vide a fresh Certificate of Incorporation dated July 25, 2023 issued by the Registrar of Companies, Mumbai.
Registered Office: Plot No. A-5/5, MIDC Industrial Area, Murbad, Thane 421 401
Corporate Office: A-2, Madhu Estate, 2nd Floor, Pandurang Budhkar Marg, Lower Parel, Mumbai 400 013
Contact person: Rahima Shaikh
Telephone: 02524-222271 | E-mailid: infoengg@lloyds.in | Website: www.lloydsengg.in
Corporate Identity Number: L28900MH1994PLC081235
PROMOTERS OF OUR COMPANY: MUKESH R. GUPTA, RAJESH R. GUPTA, ABHA M. GUPTA, RENU R. GUPTA, SHREE GLOBAL TRADEFIN LIMITED, LATE
CHITRALEKHA R. GUPTA# AND RAGINI TRADING & INVESTMENTS LIMITED*
#Chitralekha R. Gupta`s shareholding of 22,172 Equity Shares is under pledge, Hence, the shareholding pattern still reflects her name posthumously.
*96,86,386 (0.90%) Equity Shares are held in the name of Ragini Trading & Investments Limited which merged with Shree Global Tradefin Limited vide the Scheme of Arrangement which was approved by the Hon'bleHigh Court Bombay vide their order dated March 09, 2012; as on the date of this Draft Letter of Offer, the said Equity Shares are pledged. Hence, the shareholding pattern still reflects the name of Ragini Trading & Investments Limited.
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF LLOYDS ENGINEERING WORKS LIMITED (FORMERLY KNOWN AS "LLOYDS STEELS INDUSTRIES LIMITED") (OUR "COMPANY" OR THE "ISSUER" ONLY)
NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR ANY OF OUR DIRECTORS HAVE BEEN DECLARED AS WILFUL DEFAULTERS OR FRAUDULENTBORROWERS BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY
ISSUE OF UP TO [●] FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹1 EACH OF OUR COMPANY (THE "EQUITY SHARES") FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE) AGGREGATING UP TO ₹9,836.83 LAKHS# ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS [●] (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE REFER TO "TERMS OF THE ISSUE" BEGINNING
ON PAGE 192 OF THIS DRAFT LETTER OF OFFER.
#Assuming full subscription.
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 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 Draft Letter of Offer. Specific attention of the investors is invited to "Risk Factors" beginning on page 21 of this Draft 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 Draft Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, and that the information contained in this Draft 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 Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE and NSE (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from the BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide letters dated [●] and [●] respectively. Our Company will also make applications to the Stock Exchanges to obtain their trading approvals for the Rights 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 BSE.
LEAD MANAGERS TO THE ISSUE | REGISTRAR TO THE ISSUE |
Mark Corporate Advisors Private Limited | Pioneer Investcorp Limited | Bigshare Services Private Limited |
404/1, The Summit Business Bay, | 1218, 12th Floor, | Office No S6-2, 6th Floor, |
Sant Janabai Road (Service Lane), | Maker Chambers V, | Pinnacle Business Park, |
Off Western Express Highway, Vile Parle (East), | Nariman Point, Mumbai 400 021 | Next to Ahura Centre, |
Mumbai 400 057 | CIN: L65990MH1984PLC031909 | Mahakali Caves Road, |
CIN: U67190MH2008PTC181996 | Tel: +91 22 66186633 | Andheri (East) Mumbai 400 093 |
Telephone: +91 22 2612 3207/08 | E-mail:lewl_cell@pinc.co.in | CIN: U99999MH1994PTC076534 |
E-mail:info@markcorporateadvisors.com | Investor grievance e-mail:mbcompliance@pinc.co.in | Telephone: +91 22 6263 8200/22 |
Investor grievance e-mail id: | Contact Person: Varun Jain | Email:rightsissue@bigshareonline.com |
investorgrievance@markcorporateadvisors.com | Website:https://pinc.co.in/ | Investor grievance e-mail:investor@bigshareonline.com |
Contact person: Niraj Kothari | SEBI registration no.: INM000002988 | Contact Person: Mohan D |
Website:www.markcorporateadvisors.com | Website:www.bigshareonline.com | |
SEBI registration number: INM000012128 | SEBI registration no.: INR000001385 | |
ISSUE PROGRAMME | ||
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATIONS* | ISSUE CLOSES ON# |
[●] | [●] | [●] |
*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.
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TABLE OF CONTENTS | |
NOTICE TO INVESTORS | 10 |
PRESENTATION OF FINANCIAL AND OTHER INFORMATION | 12 |
FORWARD LOOKING STATEMENTS | 15 |
SUMMARY OF DRAFT LETTER OF OFFER | 17 |
SECTION II - RISK FACTORS | 21 |
SECTION III - INTRODUCTION | 36 |
THE ISSUE | 36 |
GENERAL INFORMATION | 38 |
CAPITAL STRUCTURE | 45 |
OBJECTS OF THE ISSUE | 47 |
STATEMENT OF SPECIAL TAX BENEFITS | 52 |
SECTION IV - ABOUT THE COMPANY | 55 |
INDUSTRY OVERVIEW | 55 |
OUR BUSINESS | 64 |
OUR MANAGEMENT | 77 |
OUR PROMOTERS | 87 |
DIVIDEND POLICY | 90 |
SECTION V - FINANCIAL INFORMATION | 91 |
RESTATED FINANCIAL STATEMENTS | 91 |
UNAUDITED INTERIM FINANCIAL INFORMATION | 151 |
STATEMENT OF CAPITALISATION | 156 |
OTHER FINANCIAL INFORMATION | 157 |
FINANCIAL INDEBTEDNESS | 159 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 160 |
MARKET PRICE INFORMATION | 175 |
SECTION VI - LEGAL AND OTHER INFORMATION | 177 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 177 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 184 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 185 |
SECTION VII - ISSUE INFORMATION | 192 |
TERMS OF THE ISSUE | 192 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 227 |
SECTION VIII - STATUTORY AND OTHER INFORMATION | 228 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 228 |
DECLARATION | 229 |
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft 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 capitalised terms used in this Draft 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 Draft 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, SEBI Listing 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 Information" beginning on pages 52 and 91 respectively of this Draft Letter of Offer, shall have the meaning given to such terms in such sections.
Company Related Terms
Term | Description |
Articles of Association or | The articles of association of our Company, as amended from time to time |
Articles | |
Auditors or Statutory Auditors | The current statutory auditors of our Company, namely, S Y Lodha and |
Associates, Chartered Accountants | |
Audit Committee | Audit committee of our Board, as described in "Our Management" beginning |
on page 77 of this Draft Letter of Offer | |
Audited Financial Statements/ | The audited financial statements of our Company for the year ended March |
Annual Financial Statements | 31, 2023, March 31, 2022 and March 31, 2021 which comprises the balance |
sheet as at March 31, 2023, March 31, 2022 and March 31, 2021, the statement | |
of profit and loss, including other comprehensive income, the statement of | |
Changes in Equity, the statement of cash flows for the year then ended, and | |
notes to the financial statements, including a summary of significant | |
accounting policies and other explanatory information. | |
Board/ Board of Directors/ | The board of directors of our Company or a duly constituted committee |
Directors | thereof, as appointed from time to time |
Company/ our Company/ the | Lloyds Engineering Works Limited (formerly known as "Lloyds Steels |
Issuer/ We | Industries Limited") incorporated under the erstwhile Companies Act 1956, |
with its Registered Office at Plot number A-5/5, MIDC Industrial Area, | |
Murbad, Thane 421 401 | |
Corporate Office | A-2, Madhu Estate, 2nd Floor, Pandurang Budhkar Marg, Lower Parel, |
Mumbai 400 013 | |
Corporate Social | Corporate Social Responsibility Committee of our Board, as described in "Our |
Responsibility Committee | Management" beginning on page 77 of this Draft Letter of Offer |
Equity Shareholders | Holders of Equity Share(s), from time to time |
Equity Shares | Equity shares of face value of ₹1 each of our Company |
Executive Director(s) | Whole-time Directors/ Executive Directors on our Board |
Independent Director | Independent Directors on the Board, who are eligible to be appointed as |
Independent Directors under the provisions of the Companies Act, 2013 and | |
the SEBI Listing Regulations. For details of the Independent Directors, please | |
refer to "Our Management" beginning on page 77 of this Draft Letter of Offer. | |
Key Managerial Personnel | The key managerial personnel of our Company as per the definition provided |
in Regulation 2(1) (bb) of the SEBI ICDR Regulations | |
Materiality Policy | A policy adopted by our Company for identification of material litigation(s) for |
the purpose of disclosure of the same in this Draft Letter of Offer. | |
1 |
Term | Description |
Memorandum of Association/ | The Memorandum of Association of our Company, as amended from time to |
MoA | time |
Nomination and Remuneration | The Nomination and Remuneration Committee of our Board, as described in |
Committee | "Our Management" beginning on page 77 of this Draft Letter of Offer |
Non-Executive Director(s) | The Non-executive Director(s) on the Board. |
Promoters | The promoters of our Company are Mukesh R. Gupta, Rajesh R. Gupta, Abha |
M. Gupta, Renu R. Gupta, Shree Global Tradefin Limited, Late Chitralekha | |
R. Gupta# and Ragini Trading & Investments Limited* | |
#Chitralekha R. Gupta's shareholding of 22,172 Equity Shares is under pledge, Hence, the | |
shareholding pattern still reflects her name posthumously. | |
*96,86,386 (0.90%) Equity Shares are held in the name of Ragini Trading & Investments Limited | |
which merged with Shree Global Tradefin Limited vide the Scheme of Arrangement which was | |
approved by the Hon'ble High Court of Bombay vide their order dated March 09, 2012; as on the | |
date of this Draft Letter of Offer, the said Equity Shares are pledged. Hence, the shareholding | |
pattern still reflects the name of Ragini Trading & Investments Limited. | |
Promoter Group | The promoter group of our Company as determined in terms of Regulation |
2(1)(pp) of the SEBI ICDR Regulations, namely Lloyds Metals and Minerals | |
Trading LLP, and Aeon Trading LLP. | |
Registered Office | Plot No. A-5/5, MIDC Industrial Area, Murbad, Thane 421 401 |
Registrar of Companies/ RoC | The Registrar of Companies, Mumbai situated at 100, Everest, Marine Drive, |
Mumbai 400 002 | |
Rights Issue Committee | The committee of our Board constituted for purposes of the Issue and |
incidental matters thereof. | |
Senior Management Personnel | Senior management personnel of our Company determined in accordance with |
Regulation 2(1) (bbbb) of the SEBI ICDR Regulations and as described in | |
"Our Management" beginning on page 77 of this Draft Letter of Offer | |
Unaudited Interim Financial | The limited reviewed standalone unaudited financial results for the three |
Information | months periods ended June 30, 2023 prepared in accordance with the |
Companies Act and SEBI Listing Regulations. For details, see "Financial | |
Information" on page 91 of this Draft Letter of Offer. | |
Stakeholders' Relationship | The stakeholders' relationship committee of our Board as described in "Our |
Committee | Management" beginning on page 77 of this Draft Letter of Offer |
Issue Related Terms | |
Term | Description |
Abridged Letter of Offer/ | Abridged letter of offer to be sent to the Eligible Equity Shareholders with |
ALOF | respect to the Issue in accordance with the provisions of the SEBI ICDR |
Regulations and the Companies Act, 2013. | |
Additional Rights Equity | The Rights Equity Shares applied or allotted under this Issue in addition to the |
Shares | Rights Entitlement |
Allotment/ Allot/ | Allotment of Rights Equity Shares pursuant to the Issue |
Allotted | |
Allotment Account(s) | The account(s) to be opened with the Banker(s) to this Issue, into which the |
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, [●] | |
Allotment Advice | The note or advice or intimation of Allotment, sent to each successful Investor |
who has been or is to be Allotted the Rights Equity Shares after approval of | |
the Basis of Allotment by the Designated Stock Exchange | |
Allotment Date / Date of | Date on which the Allotment is made pursuant to this Issue |
Allotment | |
Allottee(s) | Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue |
2
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Lloyds Steels Industries Ltd. published this content on 14 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2023 04:14:08 UTC.