RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

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with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of book building) 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 and/or sustained trading in the Equity Shares of the Company 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 investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the Issuer Company and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does the SEBI guarantee the accuracy or adequacy of the Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page no. xi of the Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Red Herring Prospectus contains all information with regard to the 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 issued through the Red Herring Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (BSE), the Designated Stock Exchange; and the National Stock Exchange of India Ltd. (NSE). The In-principle approvals from BSE and NSE have been received for listing of the Equity Shares pursuant to their letter(s) dated 13.01.2009 and 28.01.2009 respectively. IPO GRADING CARE has assigned “CARE IPO Grade 3” to the proposed public issue of the Company indicating Average Fundamentalsvide its letter dated August 10, 2009. For more information on IPO Grading and CARE’s disclaimer, refer to page no. 15 of the Red Herring Prospectus. BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE SREI CAPITAL MARKETS LIMITED ‘Vishwakarma’, 86C, Topsia Road (South) Kolkata – 700 046 West Bengal , India Tel : +91 33 3987 3845 / 3810 Fax: +91 33 3987 3861 E-Mail: capital@srei.com Investors Grievance E-mail: scmlinvestors@srei.com Website: www.srei.com SEBI Regn. No.: INM 000003762 KEYNOTE CORPORATE SERVICES LIMITED 4th Floor, Balmer Lawrie Building, 5, J.N. Heredia Marg, Ballard Estate, Mumbai -400021 Tel: +91 22 3026 6000-3 Fax: +91 22 2269 4323 Email: mbd@keynoteindia.net Investors Grievance E-mail: mbd@keynoteindia.net Website: www.keynoteindia.net SEBI Registration No: INM 000003606 LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, LBS Marg Bhandup (West) Mumbai – 400 078, India Tel : +91 22 2596 0320 Fax: +91 22 2596 0329 E-mail: gsl.ipo@intimespectrum.com Website: www.linkintime.co.in SEBI Regn. No.: INR 000004058 BID/ISSUE OPENS ON: August 31, 2009 BID/ISSUE PROGRAMME Monday, BID/ISSUE CLOSES ON: September 2, 2009 Wednesday, ii

TABLE OF CONTENTS SECTION TITLE PAGE NO. SECTION I DEFINITIONS AND ABBREVIATIONS Conventional / General Terms i Issue Related Terms i Company/Industry Related Terms/Technical Terms vi Abbreviations vii SECTION II RISK FACTORS Certain Conventions; Use of Market Data ix Forward Looking Statements ix Risk Factors xi SECTION III INTRODUCTION Summary 1 The Issue 4 Summary of Financial Data 5 General Information 9 Statement of Inter Se Allocation of Responsibilities 14 Capital Structure of the Company 22 Objects of the Issue 32 Basic Terms of Issue 49 Basis for Issue Price 52 Statement of Tax Benefits 56 SECTION IV ABOUT THE ISSUER COMPANY Industry Overview 64 Business Overview 73 Brief History and Other Corporate Matters of the Company 121 Management And Organization 124 Promoters and their background 145 Related Party Transactions 149 Currency Of Presentation 149 Dividend Policy 149 SECTION V FINANCIAL INFORMATION Auditors Report and Financial Information 150 Financial And Other Information Of Companies 174 promoted/controlled by the Promoters Management’s Discussion And Analysis Of Financial Condition 191 And Results Of Operations SECTION VI LEGAL AND OTHER INFORMATION Outstanding Litigations and Defaults 198 Material Developments 206 Government Approvals/Licensing Arrangements 206 SECTION VII OTHER REGULATORY AND STATUTORY DISCLOSURES 214 SECTION VIII ISSUE RELATED INFORMATION Terms of the Issue 224 Issue Structure 228 Issue Procedure 231 Issue Procedure for ASBA Bidders 268 SECTION IX MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 277 OF THE COMPANY SECTION X OTHER INFORMATION Material Contracts and Documents for Inspection 314 Declaration 317 iii

with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of<br />

book building) should not be taken to be indicative of the market price of the Equity Shares after<br />

the Equity Shares are listed. No assurance can be given regarding an active and/or sustained<br />

trading in the Equity Shares of the Company or regarding the price at which the Equity Shares<br />

will be traded after listing.<br />

GENERAL RISKS<br />

Investments in equity and equity-related securities involve a degree of risk and investors<br />

should not invest any funds in this Issue unless they can afford to take the risk of losing their<br />

investment. Investors are advised to read the risk factors carefully before taking an investment<br />

decision in this offering. For taking an investment decision, investors must rely on their own<br />

examination of the Issuer Company and the Issue including the risks involved. The Equity<br />

Shares offered in the Issue have not been recommended or approved by the Securities and<br />

Exchange Board of India (SEBI), nor does the SEBI guarantee the accuracy or adequacy of the<br />

Red Herring Prospectus. Specific attention of the investors is invited to the section titled<br />

“Risk Factors” beginning on page no. xi of the Red Herring Prospectus.<br />

ISSUER’S ABSOLUTE RESPONSIBILITY<br />

The Company, having made all reasonable inquiries, accepts responsibility for, and confirms<br />

that this Red Herring Prospectus contains all information with regard to the Company and the<br />

Issue, which is material in the context of the Issue; that the information contained in this Red<br />

Herring Prospectus is true and correct in all material aspects and is not misleading in any<br />

material respect; that the opinions and intentions expressed herein are honestly held and that<br />

there are no other facts, the omission of which makes this Red Herring Prospectus as a whole<br />

or any of such information or the expression of any such opinions or intentions misleading in<br />

any material respect.<br />

LISTING<br />

The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on<br />

the Bombay Stock Exchange Limited (BSE), the Designated Stock Exchange; and the<br />

National Stock Exchange of India Ltd. (NSE). The In-principle approvals from BSE and NSE have<br />

been received for listing of the Equity Shares pursuant to their letter(s) dated 13.01.2009 and<br />

28.01.2009 respectively.<br />

IPO GRADING<br />

CARE has assigned “CARE IPO Grade 3” to the proposed public issue of the Company<br />

indicating Average Fundamentalsvide its letter dated <strong>August</strong> 10, 2009. For more information<br />

on IPO Grading and CARE’s disclaimer, refer to page no. 15 of the Red Herring Prospectus.<br />

BOOK RUNNING LEAD MANAGERS TO THE ISSUE<br />

REGISTRAR TO THE ISSUE<br />

SREI CAPITAL MARKETS<br />

LIMITED<br />

‘Vishwakarma’,<br />

86C, Topsia Road (South)<br />

Kolkata – 700 046<br />

West Bengal , India<br />

Tel : +91 33 3987 3845 /<br />

3810<br />

Fax: +91 33 3987 3861<br />

E-Mail: capital@srei.com<br />

Investors Grievance E-mail:<br />

scmlinvestors@srei.com<br />

Website: www.srei.com<br />

SEBI Regn. No.: INM 000003762<br />

KEYNOTE CORPORATE<br />

SERVICES LIMITED<br />

4th Floor, Balmer Lawrie Building,<br />

5, J.N. Heredia Marg, Ballard<br />

Estate, Mumbai -400021<br />

Tel: +91 22 3026 6000-3<br />

Fax: +91 22 2269 4323<br />

Email: mbd@keynoteindia.net<br />

Investors Grievance E-mail:<br />

mbd@keynoteindia.net<br />

Website: www.keynoteindia.net<br />

SEBI Registration No: INM<br />

000003606<br />

LINK INTIME INDIA<br />

PRIVATE LIMITED<br />

C-13, Pannalal Silk Mills<br />

Compound, LBS Marg<br />

Bhandup (West)<br />

Mumbai – 400 078, India<br />

Tel : +91 22 2596 0320<br />

Fax: +91 22 2596 0329<br />

E-mail:<br />

gsl.ipo@intimespectrum.com<br />

Website: www.linkintime.co.in<br />

SEBI Regn. No.: INR<br />

000004058<br />

BID/ISSUE OPENS ON:<br />

<strong>August</strong> 31, 2009<br />

BID/ISSUE PROGRAMME<br />

Monday, BID/ISSUE CLOSES ON:<br />

September 2, 2009<br />

Wednesday,<br />

ii

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